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dissemination in the United States.
MONTRÉAL, Sept. 23, 2013 /CNW Telbec/ - OPMEDIC GROUP INC. ("OPMEDIC
GROUP" or the "Corporation") (TSX: OMG) is pleased to announce that it
has entered into an acquisition agreement (the "Acquisition Agreement")
with Kemourmedic Group Inc. ("Kemourmedic Group"), a newly formed
corporation the shares of which are owned by Drs. Pierre St-Michel,
Marc Villeneuve and Jean-Yves Fontaine (collectively, the "Founders"),
pursuant to which all of the outstanding common shares of the
Corporation, other than shares held directly or indirectly by the
Founders, will be acquired by Kemourmedic Group at a price of $2.90 in
cash per share and OPMEDIC GROUP will be taken private for a total
consideration of approximately $18.1 million (the "Transaction"). The
Founders directly or indirectly hold approximately 65.0% of the issued
and outstanding common shares of the Corporation. The Transaction
values OPMEDIC GROUP's equity at approximately $50.1 million.
The $2.90 per-share cash consideration represents a premium of
approximately 23.4% to the closing price of the common shares of the
Corporation on the Toronto Stock Exchange (the "TSX") on September 20,
2013, the last day of trading prior to the date hereof, and a premium
of approximately 20.3% to the volume-weighted average trading price of
the shares in the last 20 days of trading on the TSX.
"We are pleased to present this opportunity to the minority shareholders
of OPMEDIC GROUP to monetize 100% of their investment in OPMEDIC GROUP
at a cash price that represents fair market value for their shares and
a significant premium to the trading price of OPMEDIC GROUP's shares."
commented Mr. Jacques Landreville, Chairman of OPMEDIC GROUP and of the
special committee of independent directors constituted to review the
Transaction (the "Special Committee"). "After careful deliberation,
OPMEDIC GROUP's Board of Directors and Special Committee have
unanimously concluded that the transaction is in the best interests of
OPMEDIC GROUP and is fair to OPMEDIC GROUP's public shareholders."
The Transaction allows for the continued commitment of the Founders to
the success of OPMEDIC GROUP for the long term and Dr. St-Michel will
continue as President and CEO of OPMEDIC GROUP. "A privatized OPMEDIC
GROUP will result in lower operating costs and enable management to
focus on pursuing the Corporation's business strategy of providing
quality patient care at its clinics and enhance our ability to attract
and retain quality healthcare professionals." Dr. St-Michel said.
The Transaction is to be structured as an amalgamation of the
Corporation with Kemourmedic Acquisition Inc., a wholly-owned
subsidiary of Kemourmedic Group, under the laws of the Province of
Quebec. Upon the completion of the amalgamation, shareholders of
OPMEDIC GROUP other than Kemourmedic Group will receive one redeemable
share of the corporation resulting from the amalgamation for each
common share of OPMEDIC GROUP. Each redeemable share will then be
immediately redeemed for $2.90 in cash.
In accordance with applicable securities laws, the Board of Directors of
the Corporation established the Special Committee comprised of all of
its independent directors in order to, among other things, select an
independent valuator, supervise the preparation of a formal valuation
of the common shares of the Corporation and consider the Transaction.
The members of the Special Committee, Jacques Landreville, Jean Larivée
and Hani Basile, retained McCarthy Tétrault LLP as legal advisor and TD
Securities Inc. ("TD Securities") was retained to advise the Special
Committee and to prepare a formal valuation of the common shares of
OPMEDIC GROUP in accordance with Regulation 61-101 respecting Protection of Minority Security Holders in
Special Transactions and to prepare a fairness opinion in respect of the Transaction. The
Corporation's legal advisor is Norton Rose Fulbright Canada LLP.
TD Securities has prepared a formal valuation (the "Valuation") and has
advised the Special Committee that it has concluded that, subject to
the assumptions, limitations and qualifications contained therein, as
of the date hereof, the fair market value of each OPMEDIC GROUP common
share is in the range of $2.70 to $3.20 per share. TD Securities has also provided the Special Committee with
its opinion (the "Fairness Opinion") that, as of the date hereof,
subject to the assumptions, limitations and qualifications contained
therein, the consideration to be received by shareholders of OPMEDIC
GROUP other than the Founders, Kemourmedic Group and their respective
related parties (the "Minority Shareholders") pursuant to the
Transaction is fair, from a financial point of view, to the Minority
Based on TD Securities' conclusions, among other matters considered, and
after consultation with its financial and legal advisors, the Special
Committee unanimously determined that the Transaction is fair to the
Minority Shareholders and is in the best interests of OPMEDIC GROUP.
The Special Committee has unanimously recommended that the Board of
Directors of the Corporation approve the Transaction and that the
Corporation enter into the Acquisition Agreement, and, following this
recommendation, the Board of Directors of the Corporation unanimously
approved the Transaction (with interested directors, Drs. Pierre
St-Michel and Marc Villeneuve having abstained) and recommends that the
Minority Shareholders vote their common shares of the Corporation in
favour of the Transaction.
Shareholders of the Corporation will be asked to approve the Transaction
at a special meeting (the "Meeting") which the Corporation currently
expects will be held in early November 2013. Completion of the
Transaction is subject to customary closing conditions, including, but
not limited to, the approval of at least two-thirds of the shareholders
of the Corporation voting at the Meeting and of a simple majority of
the Minority Shareholders voting at the Meeting, and there being no
material adverse change with respect to OPMEDIC GROUP. The Acquisition
Agreement governing the Transaction contains customary representations,
warranties and covenants for a transaction of this nature. Assuming the
satisfaction of all conditions, the Transaction is expected to close
the business day immediately following the Meeting.
Further details of the Transaction, including a copy of the Valuation
and the Fairness Opinion, and the detailed reasons for the favourable
recommendation to shareholders of the Corporation by the Board of
Directors of the Corporation and the Special Committee, will be
contained in the management information circular to be mailed to
shareholders of the Corporation in early October 2013 in connection
with the Meeting.
The Transaction is not subject to a financing condition, and the
Founders have confirmed that financing has been arranged to fund the
Transaction through committed debt facilities to be provided to
Kemourmedic Group by National Bank of Canada. The Founders have also
confirmed their intent to consummate the Transaction to the exclusion
of any other alternative transaction.
A copy of the Acquisition Agreement, the Valuation, the Fairness
Opinion, the Circular and certain related documents will be filed in
due course on SEDAR at www.sedar.com.
National Bank Financial is acting as financial advisor and Fasken
Martineau DuMoulin LLP is acting as legal advisor to the Founders and
Shareholders should consult their own tax and investment advisors with
respect to the Transaction, details of which will be contained in the
About OPMEDIC GROUP
OPMEDIC GROUP is a company incorporated under the laws of the Province
of Quebec which provides healthcare-related services including surgical
and endoscopic facilities and services to patients and surgeons (with
its OPMEDIC division), fertility treatments, medical imaging,
laboratory services and diagnostic procedures (with its PROCREA
Cliniques division, its subsidiary 8362556 Canada Inc. and a joint
venture 7667264 Canada Inc.) and sperm banking services (with its
PROCREA Cryopreservation Centre subsidiary). OPMEDIC GROUP's Common
Shares trade on the TSX under the symbol "OMG".
This press release may contain certain "forward‐looking statements".
Forward‐looking statements are subject to certain risks and
uncertainties, many of which are beyond the Corporation's control.
There can be no assurance that such statements will prove to be
accurate. Consequently, actual results and future events may
differ materially from those anticipated by such statements. Readers
should not rely unduly on such forward‐ looking statements. The
risks and uncertainties include, but are not limited to, the
satisfaction of the conditions to consummate the Transaction, including
the approval of the Transaction by the shareholders, the
occurrence of any event, change or other circumstances that
could give rise to termination of the Transaction, a delay in the
consummation of the Transaction or failure to complete the Transaction
for any other reason, the amount of the costs, fees, expenses and
charges related to the Transaction, and the risks associated with
general economic conditions. The forward‐looking statements in
this press release are made as of the date of this press release and,
except as required by law, OPMEDIC GROUP disclaims any
obligation to update or revise publicly any forward‐looking
statements, whether as a result of new information or future events.
The content of this press release has not been approved by nor submitted
to the TSX which assumes no liability therefor.
SOURCE: OPMEDIC GROUP INC.
For further information:
Vice President Finance and Chief Financial Officer
(514) 345-8535, x 2260