TORONTO, ONTARIO--(Marketwire - Sept. 12, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Centric Health Corporation ("Centric Health" or the "Company") (TSX:CHH), Canada's leading diversified healthcare company, today announced that it has entered into an agreement with a syndicate of underwriters led by National Bank Financial Inc. to sell to the public, on a bought deal basis, $25 million principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture (the "Offering"). The Company has granted the underwriters an over-allotment option to purchase up to an additional $3.75 million of Debentures at the same price, exercisable in whole or in part for a period of 30 days following closing of the Offering, to cover over-allotments. If the over-allotment option is exercised in full, the total gross proceeds to Centric Health from the sale of Debentures will be $28.75 million. The Company intends to use the net proceeds from the Offering for future acquisitions, including the previously announced agreement to acquire certain assets of Shouldice Hospital Limited, a well-known independent hospital focused exclusively on abdominal hernia repair, to reduce indebtedness and for general corporate purposes.
The Debentures will bear interest from the date of issue at 6.75% per annum, payable semi-annually in arrears on October 31 and April 30 each year commencing April 30, 2013. The Debentures will have a maturity date of October 31, 2017 (the "Maturity Date").
The Debentures will be convertible at the holder's option at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by the Company for redemption of the Debentures into common shares at a conversion price ("Conversion Price") of $1.12 per common share, being a conversion rate of 892.8571 common shares for each $1,000 principal amount of Debentures. The Conversion Price represents a premium of 41.7% over the current share price of $0.79. The Debentures are not redeemable prior to October 31, 2015. On and after October 31, 2015 and prior to October 31, 2016 the Debentures are redeemable at par provided that market price for Centric shares prior to the date of notice of redemption is not less than 125% of the Conversion Price. On and after October 31, 2016, the Debentures will be redeemable at par. Upon conversion, in lieu of shares, the Company may elect to pay the holder in cash. In addition, subject to any required regulatory approval, the Company has the option to satisfy its obligation to repay the principal amount of the Debentures on redemption or maturity in freely tradable shares (based on 95% of the market price on the date of redemption or maturity). In certain circumstances where a holder elects to convert Debentures in connection with a change of control prior to maturity, the holder may be entitled to receive additional shares as a make-whole premium.
Closing of the Offering is expected to occur on or about September 21, 2012. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange. The Debentures will be offered in each of the provinces of Canada (except Quebec) by way of a prospectus supplement that will be filed with securities regulatory authorities in all provinces of Canada (except Quebec) under the Company's short form base shelf prospectus dated October 21, 2011, which was previously filed with securities regulatory authorities in each of the provinces of Canada.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold in the United States unless pursuant to an exemption therefrom. This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Centric Health in any jurisdiction.
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, wellness and prevention and home medical equipment. 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 through 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 and www.lifemark.ca. Centric Health's strategic advisor is Global Healthcare Investments & Solutions ("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 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. 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 Centric Health and described in the forward-looking statements contained in this press release. 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 Centric Health will derive there-from.