Not for distribution to United States newswire services or for 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 Shareholders.
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 Kemourmedic Group.
Shareholders should consult their own tax and investment advisors with respect to the Transaction, details of which will be contained in the Circular.
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