16:33:23 EDT Tue 19 Oct 2021
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Premier Health of America Inc
Symbol PHA
Shares Issued 45,897,047
Close 2021-03-17 C$ 1.20
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Premier Health acquires Solutions Nursing for $2.7M

2021-03-17 15:58 ET - News Release

Mr. Jean-Robert Pronovost reports


Premier Health of America Inc. has acquired, through a wholly owned federally incorporated subsidiary, 12751232 Canada Inc. (AcquisiCo), 100 per cent of the outstanding shares of Solutions Nursing L.F.C. Inc. and Formation Solutions Nursing Inc. for a total consideration of $2.7-million payable in cash, as more fully detailed herein. As a result of the transaction, Solutions Nursing amalgamated with AcquisiCo and the resulting entity became a wholly owned subsidiary of the corporation. The corporation will continue the business of Solutions Nursing, which consists of providing staffing services and specialized training.

Solutions Nursing was founded in 2003 with the mission to provide specially trained nursing staff to northern health organizations and in remote areas of Quebec and Nunavut. Solutions Nursing personnel are trained to carry out expanded role primary care assignments in isolated communities and in industrial settings such as mines. The spectrum of care covered includes community health programs, maternal and child monitoring, women's health, chronic disease monitoring, home care, medevac, and more. Solutions Nursing has developed a proprietary specialized training program that is recognized by all public authorities in Quebec and Canada. For the fiscal year ended Aug. 31, 2020, Solutions Nursing generated revenues of approximately $4.5-million, EBITDA (earnings before interest, taxes, depreciation and amortization) of $613,884 and net income of $517,205; and it had total assets of $1.3-million, short-term liabilities of $440,959 and long-term liabilities of $178,457.

"The acquisition of Solutions Nursing consolidates our market position in Canada's northern regions," said Martin Legault, chief executive officer of Premier Health. "In addition, the integration of their recognized training program and its related content on our platform will accelerate on-line recruiting and training. This is paramount at this stage as we start our Canadian expansion."

Transaction details

AcquisiCo has entered into a share purchase agreement with the shareholders of Solutions Nursing to acquire all of the issued and outstanding shares of Solutions Nursing for a total cash consideration of $2.7-million, comprising a $1.9-million cash payment at the closing of the transaction and an $800,000 deferred cash consideration payable over two years and subject to the achievement of EBITDA objectives. The transaction is an arm's-length transaction, and no finders' fees were paid in connection with the transaction.

About Premier Health of America Inc.

Premier Health is a leading Canadian health technology company that provides a comprehensive range of outsourced services solutions for health care needs to governments, corporations and individuals. Premier Health uses its proprietary PSweb software platform to lead the health care services sector's digital transformation to provide patients with faster, cheaper and more accessible care services.

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