VANCOUVER, British Columbia, January 24, 2019
VANCOUVER, British Columbia, January 24, 2019 /PRNewswire/ --
Premier Health Group (CSE: PHGI) (OTCQB: PHGRF) (Frankfurt: 6PH) (the "Company" or "Premier Health"), a company focused on developing innovative approaches that combine human skill-based expertise with emerging technologies for the healthcare industry, announced today that it is moving forward with a binding Letter of Intent ("LOI") to acquire two Metro Vancouver-based pharmacies. The pharmacies were cash flow positive and had combined annual revenue of over $6 million for the fiscal year ended May 31, 2018.* Premier Health expects the acquisition to close in or about Q2 2019.
"We are very excited about this opportunity to acquire two well-run and profitable pharmacies. As part of our patient centric model, fill and fulfillment is a major component of our telemedicine app. We are also pleased to have the pharmacies' key management team, with over 20 years' experience managing pharmacies, come on board to continue running the operations. We look forward to working together to improve fulfilment for our rapidly growing patient base," said Dr. Essam Hamza, CEO of Premier. "In addition, with one of the pharmacies occupying a space of over 6000 square feet, we have a potential opportunity for a brand-new medical clinic expansion."
Under the terms of the LOI, in consideration for the pharmacies, Premier will assume the net liabilities of the pharmacies estimated at $2.5 million and pay to the vendors an estimated $4.05 million as follows: (i) $1.3 in cash, (ii) $2.5 million in common shares ("Consideration Shares") of Premier, based on the volume weighted average trading price of the shares for the ten (10) days prior to execution of the definitive agreement (the "VWAP"), and (iii) $0.25 million in performance warrants of Premier, at a price per warrant equal to the VWAP. Each warrant will vest into one share without any payment on satisfaction of certain milestones. Each share issued on closing will be subject to certain contractual restrictions on trading for a period of up to twenty-two (22) months.
The acquisition is subject to various closing conditions, including execution of a definitive share purchase agreement, financing, receipt of any required exchange approvals and receipt of certain third-party consents.
On Behalf of The Board of Directors
"Dr. Essam Hamza, MD"
Chief Executive Officer
About Premier Health
Premier Health is a Canadian company that is strategically poised to take advantage of business opportunities in the global healthcare industry. We are developing innovative healthcare approaches that combine human skill-based expertise with emerging technologies, with the goal of setting the gold standard for services in locations of interest worldwide. Premier Health's subsidiary, HealthVue is focused on developing proprietary technology to deliver quality healthcare through the combination of connected primary care clinics with telemedicine and artificial intelligence (AI). We currently have an ecosystem of over 100,000 active patients and have plans to rapidly increase that number both domestically and internationally. The HealthVue team has a strong track record of successfully creating value in healthcare and technology enterprises. The Management team has deep clinical, financial and operational expertise and a passion for improving healthcare for all patients.
* Based on the unaudited financial statements of the pharmacies for the fiscal years ended May 31, 2018.
This news release contains forward-looking statements that are based on Premier Health's expectations, estimates and projections regarding its business and the economic environment in which it operates, including with respect to receipt of exchange approval and third-party consents, the availability of financing on terms acceptable to Premier Health, the closing of the acquisition, and the expected timing thereof, and Premier Health's expectations regarding business expansion opportunities and the current management team. Although Premier Health believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. These forward-looking statements speak only as of the date on which they are made, and Premier Health undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.
For additional information contact:
Premier Health Group Inc.