Centric Health Announces Proposed Public Offering of Units

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

TORONTO, Nov. 15, 2011 /CNW/ - Centric Health Corporation ("Centric Health" or "the Company") (TSX: CHH) today announced that it is proposing a public offering of units (the "Units") of the Company (the "Offering") in an amount currently expected to be $30 to $40 million. The Units will be offered in each of the provinces of Canada on an agency basis through National Bank Financial Inc. (the "Agent"). Each such Unit shall consist of approximately $2,000 worth of common shares (the "Common Shares"), $8,000 principal amount of unsecured subordinated notes (the "Notes") and Common Share purchase warrants (the "Warrants").

The Common Shares forming part of the Units will be priced at a 5 to 10% discount to the market price (the "Issue Price"), which will be the volume weighted average trading price of the Company's common shares listed on the Toronto Stock Exchange for the ten consecutive trading days immediately preceding the date of pricing of the Offering. The Common Shares will be freely tradable.

The Notes offered as part of the Units will bear interest at an annual rate of 4 to 6%, payable semi-annually, to be determined at the time of pricing of the Offering, and will be convertible into Common Shares at a fixed conversion rate of two times the Issue Price. Centric Health may redeem the Notes only after the second anniversary of the closing of the Offering. Holders of the Notes may, upon the occurrence of certain fundamental events involving Centric Health, require Centric Health to repurchase for cash all or a portion of their Notes at a price equal to 101% of the principal amount of such Notes, plus any accrued and unpaid interest. The Notes will be non-transferrable and non-assignable and will mature on the fifth anniversary of the closing of the Offering.

The Warrants will enable the holder thereof to subscribe for the same number of Common Shares forming part of a Unit for an exercise price to be determined the time of pricing of the Offering.  The warrants will be non-transferrable and non-assignable and may only be exercised on the fifth anniversary of the closing of the Offering, subject to acceleration in certain circumstances.

Closing of the Offering is expected to occur on or about December 15, 2011. The size of the Offering and final pricing information of the Units, including the Common Shares, Notes and Warrants comprising of the Units, will be determined in the context of the market with the final terms of the Offering to be determined at the time of pricing. The final terms of the Offering may be greater or less than the amounts described here.

At Centric Health's request, the Agent has reserved up to 85% of the Units of the Offering for certain eligible employees and associates of Centric Health and other professionals within the Company's industry through a directed share program. Any reserved Units not purchased by these persons will be offered by the Agent to the general public on the same basis.

The maximum subscription amount for each purchaser under the Offering is twenty Units, subject to exceptions for certain eligible purchasers which are corporations purchasing through the Company's directed share program.

This Offering is being made solely by way of a short form base shelf prospectus of Centric Health dated October 21, 2011 as supplemented by a draft prospectus supplement filed today in each of the provinces of Canada (the "Prospectus"). The Prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in certain jurisdictions of Canada.  Copies of the Prospectus are accessible on SEDAR at www.sedar.com.  There will not be any sale or any acceptance of an offer to buy the securities until the final prospectus supplement has been filed.

The Company intends to use the net proceeds of the Offering for general corporate purposes, which may include the repayment of indebtedness and the financing of acquisitions and investments.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any province or territory of Canada in which such offer, solicitation or sale would be unlawful prior to qualification under securities laws of any such province or territory. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered, sold or delivered within the United States of America and its territories and possessions except in certain transactions exempt from such registration requirements.

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 information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, among others, statements regarding the Offering, Centric Health's 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 (including, without limitation, those described in the Prospectus) which could cause actual results to vary materially from those anticipated by Centric Health and described in the forward-looking information contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur or, if any of them do so, what benefits Centric Health will derive therefrom.

SOURCE Centric Health Corporation

For further information:

Peter Walkey
Chief Financial Officer
Centric Health
416-496-6166 ext 329
peter.walkey@centrichealth.ca
        Lawrence Chamberlain
Investor Relations
TMX Equicom
416-815-0700 ext 257
lchamberlain@equicomgroup.com

 


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