Centric Health to Acquire Blue Water Surgical, Windsor Endoscopy and London Scoping Centres to Expand its National Network of Surgical and Medical Centres

TORONTO, May 19 /CNW/ - Centric Health Corporation ("Centric Health" or "the Company") (TSX: CHH), Canada's leading diversified healthcare company, today announced that it has entered into agreements to acquire substantially all of the assets of Blue Water Surgical Centre Ltd., Blue Water Rejuvenation Inc., Blue Water Diagnostics Ltd. and Windsor Endoscopy Centre Ltd. (collectively the "Blue Water Surgical & Medical Centres"), along with 75% of the issued and outstanding securities of the London Scoping Centre (the "LSC").  Blue Water Surgical & Medical Centres own and operate three state-of-the-art surgical and endoscopy facilities located in Sarnia and Windsor Ontario.  The LSC, located in South London, Ontario, is a newly constructed facility offering a modern, high tech outpatient clinic which provides a range of scoping procedures.

The Blue Water Surgical & Medical Centres Transaction
The total consideration to be paid on closing comprises $8 million in cash and the issuance of up to 6,153,846 Centric Health common shares (the "Performance Shares"), released in incremental annual tranches subject to the business achieving Warranted EBITDA(1) targets which total $12.2 million for the three years ending June 30, 2014. The transaction equates indicatively to a 4-5x EBITDA multiple based upon the latest financial information of the Blue Water Surgical & Medical Centres and using the Centric Health share price at the time of negotiations in February, 2011. The Company will also issue warrants to the vendors to purchase up to approximately 3.1 million Centric Health common shares, subject to outperformance of the total EBITDA target.  Each warrant will entitle the holder to purchase one Centric Health common share at an exercise price equal the five day volume weighted average share price of Centric Health common shares on the TSX immediately prior to the closing date ("the Exercise Price"). The Warrants will have a two year term from the date on which they vest and become exercisable.

The London Scoping Centre Transaction
The total consideration to be paid on closing comprises $500,000 in cash and up to 675,000 Centric Health common shares (the "Performance Shares"), released in incremental annual tranches, subject to the business attaining $1.75 million of total EBITDA over a three year period ending June 30, 2014. The Company will also issue warrants to the vendors to purchase up to 375,000 Centric Health common shares at the Exercise Price for a two year term from the date on which they vest, subject to outperformance of the total EBITDA target.

The maximum number of securities issuable in connection with the transactions is up to 10,280,769 Centric Health common shares (or approximately 11% of Centric Health's issued and outstanding common shares, on a non-diluted basis) as follows: (A) up to 6,828,846 Performance Shares; and (B) upon exercise of the warrants, up to 3,451,923 million Centric Health common shares.  The Performance Shares will be issued and delivered to, and held by, an independent escrow agent upon successful closing of the transaction, and will be released to the vendors in tranches upon the achievement or outperformance of the EBITDA targets described above.

These transactions are subject to further satisfactory due diligence, definitive documentation, financing and regulatory approvals and customary closing conditions.  Until all the closing conditions are satisfied or waived, there can be no assurances that these transactions will be completed.  If all closing conditions are satisfied, the closing is expected to occur in June/July, 2011.

"The acquisition of Blue Water Surgical & Medical Centres enhances our geographic coverage and expansion by creating a significant footprint for Centric Health in South Western Ontario," said Daniel Carriere, Chief Executive Officer of Centric Health.  "We are extremely impressed with the commitment of Dr. Kaila and his associates to providing high quality service and patient satisfaction.  The Centres offer an impressive variety of cosmetic and surgical treatments, incorporating various endoscopic procedures, a growing bariatric practice and significant potential for growth in other associated surgical areas."

"We are firmly committed to patient satisfaction and outcomes," said Dr. Sanjeev Kaila, Founder and Director of the Blue Water Surgical & Medical Centres. "Being part of Centric Health represents a meaningful opportunity for our healthcare professionals to continue growing and investing in cutting edge technology, while providing innovative solutions for quality care to our patients."

About Blue Water Surgical & Medical Centres and London Scoping Centre
The Blue Water Surgical & Medical Centres operate state-of-the-art facilities which offer a variety of cosmetic, bariatric and endoscopy services covering South Western Ontario. The facilities together have twelve dedicated procedure rooms at which over 5,200 procedures were performed in 2010.   Cosmetic and bariatric procedures are performed in the Blue Water Surgical Centre located in Sarnia, Ontario which has a fully accredited operating room certified by the CAAASF (Canadian Association of Accreditation of Ambulatory Surgical Facilities). An expansion program with an additional operating room is planned at Blue Water Surgical Centre for the future. Endoscopy procedures are performed in The Sarnia Diagnostics, Windsor Diagnostics and London Scoping facility. Dr. Sanjeev Kaila is a recognized leader in plastic and reconstructive surgery as well as bariatric procedures such as gastric banding and the intragastric balloon.  Dr Kaila has expanded the Blue Water Surgical Centre from a single-site, single-specialty, single-doctor practice to the largest clinic of this type in South Western Ontario.  For further information, please visit www.bluewatersurgery.com and www.londonscoping.com

About Centric Health
Centric Health's vision is to be Canada's premier healthcare company, providing innovative solutions centered on patients and healthcare professionals. As a diversified healthcare company with investments in several niche service areas, Centric Health currently has operations in medical assessments, disability and rehabilitation management, physiotherapy and surgical centres, homecare, specialty pharmacy and wellness and prevention. With knowledge and experience of healthcare delivery in international markets and extensive and trusted relationships with payers, physicians, and government agencies, Centric Health is pursuing expansion opportunities into other healthcare sectors to create value for all stakeholders with an unwavering commitment to the highest quality of care. Centric Health is listed on the TSX under the symbol CHH. For further information, please visit www.centrichealth.ca. Centric Health's strategic advisor is Global Healthcare Investments & Solutions, Inc. ("GHIS") (www.ghis.us). GHIS and entities controlled by shareholders of GHIS are currently the largest shareholders of Centric Health.

This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation.  These forward-looking statements include, among others, statements regarding business strategy, plans and other expectations, beliefs, goals, objectives, information and statements about possible future events. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Centric Health and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits Centric Health will derive there-from.

(1)The Company defines EBITDA as earnings before interest expenses, income taxes, and amortization and excludes stock-based compensation expense. EBITDA is not a recognized measure under GAAP. Management believes that EBITDA is a useful financial metric as it assists in determining the ability to generate cash from operations. Investors should be cautioned that EBITDA should not be construed as an alternative to net income as determined in accordance with GAAP. 

SOURCE Centric Health Corporation

For further information:

Peter Walkey
Chief Financial Officer
Centric Health
416-496-6166 ext 329
peter.walkey@centrichealth.ca
        Catherine Love
Investor Relations
Equicom Group
416-815-0700 ext 266
clove@equicomgroup.com

 


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