Thornapple Capital, Inc.
TSX VENTURE : THN.P

October 03, 2011 12:37 ET

Thornapple Capital, Inc. Announces Its Qualifying Transaction With Agility Health, Inc.

TORONTO, ONTARIO--(Marketwire - Oct. 3, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION INTHE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAYCONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Thornapple Capital, Inc. (TSX VENTURE:THN.P) (the "Corporation" or "Thornapple") is pleased to announce that it has entered into a letter of intent with Agility Health, Inc. ("Agility") dated October 3, 2011 (the "Letter of Intent"), in respect of a transaction pursuant to which the businesses of Agility and Thornapple would combine (the "Qualifying Transaction"). Upon completion of the Qualifying Transaction, the combined entity (the "Resulting Issuer") will continue to carry out the business of Agility as currently constituted.

Agility is a healthcare provider incorporated under the Business Corporation Act (Michigan) with its headquarters in Grand Rapids, Michigan. Agility is devoted to the rehabilitation of patient physical injuries and conditions. Established in 1968, Agility delivers personalized care through nearly one million therapy visits annually at more than 125 service sites in 14 states nationwide. Through its innovative clinical services, proven practice management systems and flexible partnership models, Agility helps achieve optimal performance in a variety of settings, including outpatient clinics, hospitals, long-term care facilities and employer work sites.

Thornapple is a "capital pool company" and intends for the Qualifying Transaction to constitute the "Qualifying Transaction" of the Corporation as such terms are defined in the policies of the TSX Venture Exchange (the "Exchange"). The Corporation is a "reporting issuer" in the Provinces of Ontario, British Columbia and Alberta. It is currently contemplated that the Qualifying Transaction will occur via a triangular merger transaction under the Business Corporation Act (Michigan).

The Qualifying Transaction will be carried out by parties dealing at non-arm's length to one another and therefore will be considered to be a "Non-Arm's Length Qualifying Transaction", as such term is defined under the policies of the Exchange. The Qualifying Transaction will be considered to be a Non-Arm's Length Qualifying Transaction because Steven Davidson and Kenneth Scholten, both residents of the state of Michigan and each a director and the Chief Executive Officer and President of Thornapple, respectively, are also directors, senior officers and the principal shareholders of Agility. Each of Steven Davidson and Kenneth Scholten currently beneficially own 2,077,500 voting common shares of Thornapple ("Common Shares"), representing approximately 20.64%, respectively, of the issued and outstanding Common Shares and each own 100,000 shares of common stock of Agility, representing 50% of the outstanding shares of common stock of Agility, respectively. The Qualifying Transaction will also be subject to "majority of the minority" shareholder approval pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions". Thornapple formed a special committee comprised of its independent directors to evaluate the terms of the Qualifying Transaction.

As consideration for the acquisition by Thornapple of all of the shares of common stock of Agility, it is anticipated that Thornapple will issue a combination of Common Shares and restricted voting shares (having no votes in election of directors) in the capital of Thornapple ("Restricted Voting Shares"), such that following completion of the Qualifying Transaction former holders of shares of common stock of Agility will hold approximately 75 million Common Shares and/or Restricted Voting Common Shares, or a combination of both, and current shareholders of Thornapple will hold 10,065,000 Common Shares. As additional consideration, subject to the Resulting Issuer meeting financial performance targets, which targets are to be agreed upon and set forth in a definitive agreement in respect of the Qualifying Transaction to be entered into among the parties, an additional 3 million Common Shares and/or Restricted Voting Common Shares will be issued to each of the principal shareholders of Agility. The Restricted Voting Shares will not be listed on the Exchange.

While it is not a condition precedent to completion of the Qualifying Transaction, Thornapple intends to complete a financing for gross proceeds of approximately CDN$15,000,000 (the "Financing"). Any securities issued pursuant to the Financing may be subject to regulatory escrow. The net proceeds of the Financing will be used to finance the growth and expansion of Resulting Issuer and for other working capital purposes.

Sponsorship of the Qualifying Transaction is required by the Exchange unless an exemption from this requirement can be obtained in accordance with the policies of the Exchange. The Corporation intends to apply for an exemption to the sponsorship requirement. There is no assurance that an exemption from this requirement will be obtained.

The Common Shares are currently halted from trading, and the trading of Common Shares is expected to remain halted pending completion of the Qualifying Transaction.

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, the satisfaction of the Corporation and Agility in respect of the due diligence investigations to be undertaken by each party, the completion of a definitive agreement in respect of the Qualifying Transaction, closing conditions customary to transactions of the nature of the Qualifying Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Qualifying Transaction, Exchange acceptance and, if required by the Exchange policies, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

If and when a definitive agreement between the Corporation and Agility is executed, the Corporation will issue a subsequent press release in accordance with the policies of the Exchange containing the details of the definitive agreement and additional terms of the Qualifying Transaction including information relating to sponsorship, summary financial information in respect of Agility, and to the extent not contained in this press release, additional information with respect to the Financing, history of Agility and the proposed directors, officers, and insiders of the Resulting Issuer upon completion of the Qualifying Transaction.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction, the Financing, and the use of proceeds of the Financing. Readers are cautioned to not place undue reliance on forward- looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction, the Financing and associated transactions, that the ultimate terms of the Qualifying Transaction, the Financing and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the Financing and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Agility, their securities, or their respective financial or operating results or (as applicable).

Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Contact Information

  • Thornapple Capital, Inc.
    Robert Herr
    Director
    (416) 361-1790

    For Agility Health, Inc.
    Lambert, Edwards & Associates
    Timothy Sipols
    (616) 233-0500