VANCOUVER, Feb. 8, 2021 /PRNewswire/ - CRH Medical
Corporation (TSX: CRH) (NYSE: CRHM) ("CRH" or the
"Company") today announced that it has signed a definitive
agreement (the "Acquisition Agreement") with Well Health
Technologies Corp. ("WELL Health" or "WELL"),
pursuant to which WELL Health will acquire all of the issued and
outstanding shares of CRH for US$4.00
per share, representing an aggregate purchase price of
approximately US$292.7 million (the
"Acquisition") and a transaction value of approximately
US$369.2 million inclusive of credit
facility. The purchase price represents a premium of
approximately 83% to the closing price of the Company's shares on
February 5, 2021 (the last trading
day prior to announcement of the Acquisition), and a premium of
approximately 80% to the 30-day volume-weighted average price of
the Company's shares as of that date. WELL Health has today
announced that it has received binding commitments in connection
with a concurrent non-brokered private placement financing that is
expected to close on or before February 15,
2021, however the Acquisition is not subject to any
financing condition.
"This transaction is the logical next step for CRH as WELL adds
CRH to its portfolio of healthcare related businesses" commented
Tushar Ramani, CEO of the Company.
"Since joining the Company, my mandate has been to drive the value
of CRH through organic and acquisitive growth, and the results of
those efforts are reflected in the premium being paid to
shareholders in this transaction."
Details of the Transaction
The Acquisition, which is to be carried out by way of a
court-approved plan of arrangement under the Business
Corporations Act (British
Columbia), will require the approval of: (i) two-thirds of
the votes cast by shareholders of the Company; and (ii) two-thirds
of the votes cast by shareholders, holders of stock options and
holders of restricted share units, voting together as single class.
The Company's directors and officers, holding an aggregate of
approximately 2.1% of the outstanding common shares of the Company,
have each entered into voting support agreements to vote their
shares in favour of the Acquisition. Completion of the
Acquisition will also be subject to court and regulatory approvals
and clearances, as well as other customary closing conditions.
Subject to the satisfaction of such conditions, the Acquisition is
expected to be completed during Q2 2021.
The Acquisition Agreement contains certain customary provisions,
including covenants in respect of non-solicitation of alternative
acquisition proposals, a right to match any superior proposals for
WELL Health and a termination fee of $10
million payable to WELL in certain circumstances. The
Acquisition Agreement also provides for a reverse termination fee
of $10 million payable to CRH in the
event of certain breaches of a representation, warranty or covenant
by WELL Health.
Further details with respect to the Acquisition will be included
in the proxy statement and information circular to be mailed to
security holders in connection with the meeting that will be held
to consider the Acquisition. A copy of the Acquisition Agreement
will be filed on the Company's SEDAR profile and with the U.S.
Securities and Exchange Commission and will be available for
viewing at www.sedar.com and www.sec.gov.
Citi is serving as CRH's lead financial advisor in connection
with the transaction, with Canaccord Genuity also providing
financial advice. The Company's legal advisors in connection
with the transaction are Blake, Cassels & Graydon, LLP and
Skadden, Arps, Slate, Meagher & Flom LLP.
About CRH Medical Corporation:
CRH Medical Corporation is a North American company focused on
providing gastroenterologists throughout the United States with innovative services and
products for the treatment of gastrointestinal diseases. In 2014,
CRH became a full-service gastroenterology anesthesia company that
provides anesthesia services for patients undergoing endoscopic
procedures in ambulatory surgical centers. To date, CRH has
completed 31 anesthesia acquisitions, and now serves 69 ambulatory
surgical centers in 13 states. In addition, CRH owns the CRH
O'Regan System, a single-use, disposable, hemorrhoid banding
technology that is safe and highly effective in treating all grades
of hemorrhoids. CRH distributes the O'Regan System, treatment
protocols, operational and marketing expertise as a complete,
turnkey package directly to gastroenterology practices, creating
meaningful relationships with the gastroenterologists it serves.
CRH's O'Regan System is currently used in all 48 lower US
states.
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information included or incorporated by
reference in this document may constitute "forward-looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and "forward-looking information"
within the meaning of Canadian securities laws (collectively,
"forward-looking statements"). Forward looking statements include
statements regarding the acquisition of the Company by WELL Health
and the expected timetable for completing such proposed
transaction, as well as all other statements that are not
statements of historical fact. Forward-looking statements are
generally identifiable by use of the words "may," "will," "should,"
"expect," "anticipate," "estimate," "believe," "plan," "intend" or
"project" or the negative of these words or other variations on
these words or comparable terminology.
Forward-looking statements reflect current expectations of
management regarding future events and performance as of the date
of this document and involve known and unknown risks, uncertainties
and other factors which may cause our actual results to be
materially different those expressed or implied by any
forward-looking statements. These forward-looking statements should
not be read as guarantees of future results, and there can be no
assurance that the results expressed or implied by any
forward-looking statements will be achieved. Important factors that
could cause actual results to differ materially from the results
discussed in forward-looking statements include: (i) the risk that
the Company's security holders do not approve the proposed
transaction; (ii) the risk that regulatory or other approvals
required for the transaction may be delayed or not obtained, or are
obtained subject to conditions that are not anticipated; (iii) the
possibility that certain other conditions to the consummation of
the proposed transaction will not be satisfied or completed on a
timely basis, or at all; (iv) the risk that the financing necessary
for the consummation of the proposed transaction is unavailable at
the closing; (v) the risk of disruption from the announcement,
pendency and/or completion of the potential transaction, including
potential adverse reactions or changes to business relationships
with customers, employees, suppliers or regulators, making it more
difficult to maintain business and operational relationships; (vi)
uncertainties related to developments in the COVID-19 pandemic and
its impact on the Company's operations and the completion of the
proposed transaction; and (vii) uncertainties related to general
economic, financial, regulatory and political conditions, as well
as potential changes in law and regulatory interpretations.
Additional factors that could cause actual results to differ
materially from expectations include, without limitation, the risks
identified by the Company in its most recent Annual Report on Form
10-K, its Quarterly Reports on Form 10-Q and its Current Reports on
Form 8-K, which are available on EDGAR at
www.sec.gov/edgar.shtml or on the Company's website at
www.crhmedcorp.com. The Company disclaims any intent
or obligations to update or revise publicly any forward-looking
statements whether as a result of new information, estimates or
options, future events or results or otherwise, unless required to
do so by law.
No Offer or Solicitation
This document does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in any jurisdiction
pursuant to or in connection with the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
Additional Information and Where to Find It
The proposed transaction between the Company and WELL Health
will be submitted to the Company's security holders for their
consideration. In connection therewith, the Company intends to file
with the U.S. Securities and Exchange Commission (the "SEC") a
proxy statement and management information circular for the
Company's security holders (the "Proxy Statement"). The Company
will also furnish the Proxy Statement to its security holders and
may file other documents regarding the proposed transaction with
the SEC. INVESTORS AND Security holders are urged to
carefully read all relevant documents filed with the SEC, including
the Proxy Statement, as well as any amendments or supplements to
these documents, when they become available, because they will
contain important information about the proposed transaction.
The Proxy Statement and other relevant materials filed with the SEC
(when they become available) may be obtained free of charge at the
SEC's web site, http://www.sec.gov. Copies will also be
available at no charge in the "Investors" section of the Company's
website, https://investors.crhsystem.com.
Participants in Solicitation
The Company, its directors and certain of its executive officers
and employees may be deemed to be participants in the solicitation
of proxies from shareholders in connection with the proposed
transaction. Additional information regarding the identity of these
potential participants, none of whom owns in excess of one
percent of the Company's shares, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the Proxy Statement and other materials to be filed with the SEC in
connection with the proposed transaction. Information relating to
the Company's directors and executive officers can also be found in
the Company's definitive proxy statement and management information
circular for its 2020 annual general meeting of shareholders (the
"2020 Proxy Statement"), filed with the SEC on May 6, 2020. To the extent holdings of the
Company's securities by the Company's directors or executive
officers have changed since the information included in the 2020
Proxy Statement, such information has been or will be reflected on
Statements of Ownership and Change in Ownership on Forms 3 and 4
filed with the SEC.
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SOURCE CRH Medical Corporation