Premier Health of America Inc. (formerly Physinorth Acquisition Corporation Inc.)

PREMIER HEALTH SIGNS AGREEMENT IN PRINCIPLE TO ACQUIRE CODE BLEU PLACEMENT EN SANTÉ

Montréal, Québec – August 4th, 2020 – Premier Health of America Inc. (formerly known as Physinorth Acquisition Corporation Inc.) (TSXV: PHA) (the “Corporation” or “Premier Health”), a leading Canadian Healthtech company, is pleased to announce that on August 3rd, 2020, it has entered into a share purchase agreement (the “SPA”) to acquire 100% of the issued and outstanding shares of 9104-8306 Québec Inc. d.b.a Code Bleu Placement en Santé (“Code Bleu”), (the “Transaction”), as more fully detailed below. As a result of the Transaction, Code Bleu will become a wholly owned subsidiary of the Corporation, and the Corporation will continue the business of Code Bleu which consists in providing staffing services.

Code Bleu is a prominent Quebec agency employing nurses, caregivers, dental staff and other health-related personnel. Code Bleu’s mission is to offer its various public and private partners with quality, efficient and safe services provided by its highly qualified staff. Meeting the highest quality standards, rigor in hiring process, and personalized follow-ups have allowed Code Bleu to become one of the best industry actors in the province of Quebec. For the year ending December 31, 2019, Code Bleu generated revenues of approximately C$29.3M, an EBITDA of C$3.9M and a net income of C$2.8M, had total assets of C$5.6M, short-term liabilities of C$3.3M and no long-term liabilities.

“The acquisition of Code Bleu is a very important milestone for the company” Said Martin Legault, CEO of Premier Health. “First, Code Bleu is a well-regarded player in the industry with an impeccable track record and a strong brand, and second, this important acquisition provides us with the critical mass to expand our presence in other Canadian provinces earlier than initially planned”.

Code Bleu CEO Jean-François Désilets stated, “We are extremely proud of what we achieved with our employees and partners and we see this transaction is a continuity of what we built over the years”.

Transaction Details

Premier Health has entered into the SPA with the shareholders of Code Bleu, to acquire all of the issued and outstanding shares of Code Bleu for a total consideration of C$17 million, comprised of a C$10M cash payment, a C$4.5M payment in Premier Health common shares (the “PHA Shares”), the value of which will be established by the average daily closing price of the PHA Shares on the TSX Venture Exchange (the “TSXV”) for the consecutive 20 (twenty) trading days preceding the closing of the Transaction, which price per PHA Share shall not be below the Discounted Market Price of the PHA Shares on the TSXV, as per applicable TSXV policies, and a C$2.5M deferred consideration payable over 3 (three) years and subject to performance objectives. The transaction is subject to customary conditions precedent, including without limitation, TSXV approval and completion of satisfactory due diligence, and is expected to close on or about October 1st, 2020. The Transaction is an arm’s-length transaction, and no finder’s fee is to be paid in connection with the Transaction.

 

About Premier Health

Premier Health is a leading Canadian Healthtech company that provides a comprehensive range of staffing and outsourced services solutions for healthcare needs to governments, corporations, and individuals. Premier Health uses its proprietary PSweb platform to lead the healthcare services sector digital transformation to provide patients with faster, cheaper and more accessible care services.

Non-GAAP Measures

Earnings before interest, taxes, depreciation and amortization (“EBITDA”), is calculated as the net profit (loss), before acquisition and transaction costs, non-cash expenses (including loss from disposal of assets, impairments, amortization and depreciation and stock-based compensation), interest expense, net of interest income and income tax expense.

For Further Information Please Contact:

 

Mr. Jean-Robert Pronovost

Vice-President, Corporate Development

Premier Health of America Inc.

(formerly known as Physinorth Acquisition Corporation Inc.)

jrpronovost@premierhealth.ca / 514-581-1473

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This press release contains forward-looking information based on current expectations. Statements about the date of trading of the Corporation’s common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Corporation assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. These factors and others are more fully discussed in the filings of the Corporation with Canadian securities regulatory authorities available at www.sedar.com.