MONTREAL, Feb. 11, 2019 /CNW Telbec/ - Physinorth Acquisition Corporation Inc. ("Physinorth" or the "Corporation") (TSXV: PSN.P) is pleased to announce that it has entered into an agreement in principle dated February 8, 2019 (the "Agreement") to acquire all of the issued and outstanding shares (the "Acquisition") of 6150977 Canada Inc. d.b.a. Groupe Premier Soin (the "Target"), a Quebec based company incorporated pursuant to the Canada Business Corporations Act (CBCA) and specialized in the health care services business.
Groupe Premier Soin was founded in 2003 by its current chief executive officer as a staffing services company focussing on providing independent labour force to the Quebec healthcare sector, initially providing services directly to hospitals and institutions. Groupe Premier Soin has developed a specialized healthcare services platform that provides an effective and comprehensive range of staffing and outsourced services solutions for healthcare needs to governments, corporations, and individuals. Services are provided through GPS' proprietary PSweb™ platform developed with the objective to optimize and streamline the business to customer relationship and product offering through the use of business process automation and business intelligence applications. The company covers multiple segments including emergency rooms and operating rooms and currently has over 1,500 active professionals and 480 customer organizations. GPS's business model is scalable and fully adaptable to other geographies and healthcare systems and it's CRM platform and protocols are portable to other business verticals. Over the years Groupe Premier Soin has continuously invested in professionals, management tools and technology to ensure best of breed services. Groupe Premier Soin has been placing healthcare professionals with more than 480 organizations throughout the province of Quebec since it's creation in 2003 and consistently ranks in the top 3 healthcare independent labour force providers in the province. For the fiscal year ended September 30, 2018 Groupe Premier Soin had revenues of $8,310,762 for a net income of $268,036 (on an unaudited basis).
This acquisition, along with the Private Placement (as defined below), would constitute the Corporation's qualifying transaction (the "Qualifying Transaction") under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Qualifying Transaction would not constitute a Non-Arm's Length Qualifying Transaction under the Exchange's policies and, as such, it will not be subject to approval by the Corporation's shareholders. There are no Non-Arm's Length Parties to the CPC that are otherwise Insiders of any target company. There are no relationships between or among the Non-Arm's Length Parties to the CPC and the Non-Arm's Length Parties to the Qualifying Transaction. Upon completion of the Qualifying Transaction, Mr. Joseph Cianci (current CFO of the Corporation), Mr. Jean-Robert Pronovost (current CEO of the Corporation) and Mr. Martin Legault (current CEO of the Target) will be considered Insiders of the Resulting Issuer.
The Proposed Qualifying Transaction
Under the Agreement, Physinorth will acquire Groupe Premier Soin by issuing to its shareholders a total of 32,000,000 common shares of the Corporation (the "Acquisition Price").
All Shares held by Physinorth Principals (as defined in the Exchange's policies) will be subject to a Tier 2 Value or Surplus Escrow Agreement (as defined in the Exchange's policies).
The Private Placement
Concurrently with the Qualifying Transaction, Physinorth has reserved the right to complete or to arrange for completion a non-brokered private placement.
The Qualifying Transaction will be subject to Exchange Policy 2.2 on sponsorship and sponsorship requirements. The parties are currently identifying the means to obtain a potential sponsorship waiver. Obtaining a sponsorship waiver from the Exchange should not be construed as any assurance with respect to the merits of the Qualifying Transaction or the likelihood of completion.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Physinorth expects to issue a further news release in the coming days containing additional disclosure with respect to the Corporation's insiders following the Qualifying Transaction.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Physinorth Acquisition Corporation Inc.
For further information: Mr. Jean-Robert Pronovost, Chief Executive Officer, Physinorth Acquisition Corporation Inc., [email protected]