Alegro Health Corp. announces completion of the acquisition of Active Health Management Inc. and Brenda Rusnak Clinics Inc.



    TORONTO, June 1 /CNW/ - Alegro Health Corp. (TSX-V: AGO), a provider of
medical, surgical and disability management services, today announced the
completion of the acquisition of the businesses of Active Health Management
Inc. and The Brenda Rusnak Clinics Inc. (collectively, "Active Health")
previously announced in Alegro's news release of May 5, 2009. The total
consideration paid for the acquisition was $20.7 million, consisting of $19.7
million cash plus Alegro shares having a value of $1.0 million (based on
Alegro's closing share price of $0.30 on May 4, 2009).
    The transaction, taking into account both Alegro's year end audited
financial statements, as well as Active Health's audited year ended January
31, 2009 financial statements, on a pro forma basis, approximately triples
Alegro's 2008 revenues of $15.8 million to over $45 million. Based on
historical performance of the acquired businesses, management expects
profitability of the Company will be greatly enhanced and that this
transaction will be accretive to earnings per share in the first year.
    The acquisition of the business of Active Health, a privately held
healthcare company specializing in high quality rehabilitation services that
focus on physiotherapy, assessment services, physiotherapy network management
and elder care, is complementary to Alegro's current core businesses of
providing multidisciplinary rehabilitation and assessment services through its
Work Able Centres and Direct Health Solutions divisions.
    The cash component of the purchase was funded by existing cash on hand
and a primary loan of $11.0 million from The Toronto-Dominion Bank, as well as
a private placement of units of Alegro to Global Healthcare Investments &
Solutions ("GHIS"). GHIS purchased 20.5 million units at a price of $0.33 per
unit for aggregate proceeds of $6,765,000 million. Each unit was comprised of
one common share and one common share purchase warrant exercisable through May
29, 2014 at $0.33 per share. The purchase price per unit represented a premium
of approximately 70% over the market price of Alegro at the time that the
terms of the transaction were established. As a result, GHIS' ownership is 53%
on a non-diluted basis and approximately 65% on a fully diluted basis.

    About Alegro Health Corp.

    Alegro Health Corp. is a leading healthcare services company providing
select quality services through its Disability & Rehabilitation Management and
Surgical/Hospital Services divisions. Alegro is addressing the growing demand
for enhanced insured and uninsured healthcare services, as well as delivering
additional resources to Canadian public healthcare services through government
outsourcing. With superior knowledge of the healthcare industry, extensive and
trusted relationships with payers, physicians, and government agencies, Alegro
is pursuing a vertically integrated approach and an aggressive acquisition
strategy to achieve its growth objectives. Alegro is listed on the TSX Venture
Exchange under the symbol AGO. For further information, please visit
www.alegrohealth.com.

    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. Specific forward-looking statements contained in this press release
include statements regarding Alegro's proposed acquisition of Active Health,
the completion of the acquisition and the outcome of the acquisition, as well
as statements regarding transaction values, accretion, and ownership levels
resulting from the completion of the proposed acquisition. 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
Alegro and Active Health and described in the forward-looking statements
contained in this press release. Among the various factors that could cause
results to vary materially from those indicated in the forward-looking
statements include failure to realize anticipated synergies and the result of
the review of the proposed acquisition by regulatory authorities. 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
Alegro will derive there from.

    
    This release was prepared by management of the Company who takes full
      responsibility for its contents. The TSX Venture Exchange has not
        reviewed and does not accept responsibility for the adequacy or
                       accuracy of this news release.
    
    %SEDAR: 00016656E




For further information:

For further information: Brenda Rasmussen, President and CEO, Alegro
Health, (416) 927-8400 ext. 303, brasmussen@alegrohealth.com; Michael Moore,
Investor Relations, Equicom Group, (416) 815-0700 ext. 241,
mmoore@equicomgroup.com


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