Acquisition creates the most
comprehensive radiology and oncology solutions provider in the U.S.
and a catalyst for continued innovative growth
PLANTATION, Fla.,
Sept. 1, 2021 /CNW/ -
Akumin Inc. (NASDAQ: AKU) (TSX: AKU) ("Akumin"), a premier provider
of outpatient radiology services in the U.S., announced today that
it has completed its previously announced acquisition of Alliance
HealthCare Services, Inc. ("Alliance"), a leading national provider
of radiology and oncology solutions to hospitals, health systems
and physician groups, through its wholly-owned indirect subsidiary,
Akumin Corp (the "Acquisition"). Akumin now offers the most
comprehensive radiology and oncology solutions to patients in the
U.S., operating in 46 states, with more than 1,000 hospital and
health system customers, 154 independent outpatient radiology
centers and 34 radiation therapy centers, and has over 4,000 team
members serving more than two million radiology and oncology
patient visits annually.
"When we announced our acquisition of Alliance and the plan to
bring these two great companies together, we shared our belief that
this combination is very exciting in the context of a changing
healthcare ecosystem – continuing not only to shift toward
outpatient, price-transparent, value-based care, but also toward
increasingly integrated hospitals, health systems and physician
groups," said Riadh Zine, Chairman
and Co-CEO. "Today, we celebrate our first steps together as a
powerhouse in outpatient healthcare solutions, and a catalyst for
continued healthcare transformation in the U.S."
"As the partner of choice to hospitals, health systems and
physicians in outpatient imaging and cancer care services, our
incredible teams across the country will continue putting patient
experience at the center of all we do," said Rhonda Longmore-Grund, President and
Co-CEO. "As one company, we will expand our solutions to
hospital customers and partners with a focus on driving access,
efficiency and innovation. We begin our integration today – and
look forward to sharing our progress, successes and growth."
"We are looking forward to working with Tahoe, the Alliance
seller, both as a shareholder and through Mr. Huang, their
representative on our board of directors," Mr. Zine
continued. "We are excited for our new partnership with
Stonepeak, who provided their full support and capital commitment
for this transaction, with additional capital available for future
growth. We also want to thank the investor base in our senior
secured notes who participated in our growth to date and in the
funding of this transaction."
The purchase price for Alliance was funded with cash on hand,
assumption of debt, equity issued to the seller, debt and equity
commitments from Stonepeak (the "Stonepeak Financing") and proceeds
from Akumin's offering of 2028 senior secured notes which closed in
escrow on August 9, 2021.
For the Stonepeak Financing, Stonepeak Magnet Holdings LP
("Stonepeak Magnet") purchased on September
1, 2021 US$340,000,000
(CAD$428,978,000) principal amount of
unsecured notes of Akumin Corp. (the "Financing Notes"), together
with warrants to purchase 17,114,093 common shares of Akumin (the
"Financing Warrants") and 3,500,000 common shares of Akumin (the
"Financing Shares"). For a three-year period following the
closing, provided certain conditions are met, Akumin Corp. will be
permitted to draw up to an additional US$349,570,000 from Stonepeak. The Financing
Notes, Financing Warrants, Financing Shares, and
additional draws were made available on the terms described
in Akumin's press release dated June 25,
2021.
Stonepeak Magnet purchased the Financing Shares at
a price of US$2.98 per share
(CAD$3.76 per share), for total consideration
of US$10,430,000
(CAD$13,159,531). No consideration
was paid for the Financing Warrants. The
17,114,093 common shares of Akumin which may be acquired upon
the exercise of the Financing Warrants have a purchase
price of US$2.98 per share (or
CAD$3.76 per share), for a total
purchase price of US$50,999,997.10
(or CAD$64,346,696.34).
In addition, upon closing of the Acquisition, the US$375,000,000 of proceeds raised from Akumin's
private offering of 7.500% senior secured notes due 2028 (the
"Senior Notes") that closed on August 9,
2021 (the "Private Offering") were released to Akumin given
the satisfaction of the applicable escrow release conditions, and
the obligations of Akumin Escrow Inc. under the Senior Notes were
assumed by Akumin upon liquidation of Akumin Escrow Corp. into
Akumin. All proceeds raised from the Private Offering were used to
pay a portion of the cash closing price for the Acquisition.
Upon closing of the Acquisition, Akumin has 89,026,997 common
shares issued and outstanding, including the Financing Shares
issued to Stonepeak at a price of US$2.98 per share (CAD$3.76 per
share) and the issuance of 14,223,570 common shares issued to the
seller at a price of US$2.98 per
share (CAD$3.76 per share) for
aggregate consideration of US$42,416,038.60 (CAD$53,518,223.20).
All CAD$ have been calculated based on an exchange rate of
1.2617, being the Bank of Canada
daily average exchange rate on August 31,
2021.
Management Composition Post-Closing of Acquisition
As previously announced, upon closing, Riadh Zine, Akumin's former President and Chief
Executive Officer, was named Chairman and Co-Chief Executive
Officer of Akumin. Rhonda
Longmore-Grund, Alliance's former President and Chief
Executive Officer, was named President and Co-Chief Executive
Officer of Akumin. Mr. Zine and Ms. Longmore-Grund will remain
actively involved in Akumin's strategy and business operations in
these new roles. Stan Dunford,
former chairman of Akumin's board of directors, has been named
chairman emeritus and will continue as a member of Akumin's board
of directors as Riadh Zine assumes
the role of chairman.
In addition, William Larkin,
Alliance's former Chief Financial Officer, was named Chief
Financial Officer of Akumin and Mohammad
Saleem, Akumin's former Chief Financial Officer, was named
Senior Vice President of Financial Reporting. Richard Jones was named President of the
combined company's Radiology services; he was formerly Alliance
HealthCare Radiology President. Douglas
McCracken was named the President of the combined company's
Oncology services; he was formerly Alliance Oncology President.
Other senior officer positions will be announced as determined in
due course.
Director Appointment
Further, as previously announced, upon closing of the
Acquisition, Akumin's board of directors exercised its right in
accordance with applicable corporate laws to increase the size of
the board from five members to six and to appoint Haichen Huang, a nominee of Thaihot Investment
Co., LTD, the seller of Alliance, to fill the vacancy at
closing.
About Akumin Inc.
Akumin Inc. is a corporation under the laws of Ontario with its U.S. head office at 8300 W
Sunrise Blvd., Plantation,
Florida, 33322 and its Canadian head office at 151 Bloor
Street West, Suite 603, Toronto,
Ontario, M5S 1S4. Akumin is a national partner of
choice for U.S. hospitals, health systems and physician groups,
with comprehensive solutions addressing outsourced radiology and
oncology service line needs. With the acquisition of Alliance
HealthCare Services, Akumin now provides (1) freestanding,
fixed-site outpatient diagnostic imaging services through a network
of more than 170 owned and/or operated independent imaging centers
located in 11 states; and (2) outpatient radiology and oncology
solutions to more than 1,000 hospitals and health systems in 46
states. By combining clinical and operational expertise with the
latest advances in technology and information systems, Akumin and
its ~4,000 Team Members facilitate more efficient and effective
diagnosis and treatment for patients and their providers in 46
states. Akumin's imaging procedures include MRI, CT, positron
emission tomography (PET and PET/CT), ultrasound, diagnostic
radiology (X-ray), mammography, and other interventional
procedures; our cancer care services include a full suite of
radiation therapy and related offerings. For more information,
visit www.akumin.com and www.alliancehealthcareservices-us.com.
About Stonepeak
Stonepeak Magnet is organized under the laws of Delaware and its head office is 55 Hudson
Yards, 550 W. 34th Street, 48th Floor, New York, New York 10001. Stonepeak is a
leading alternative investment firm specializing in infrastructure
and real assets with approximately US$37
billion of assets under management. Through its investment
in defensive, hard-asset businesses globally, Stonepeak aims to
create value for its investors and portfolio companies, and to have
a positive impact on the communities in which it operates.
Stonepeak sponsors investment vehicles focused on private equity
and credit. The firm provides capital, operational support, and
committed partnership to sustainably grow investments in its target
sectors, which include transport and logistics, communications,
water, energy transition, and power and renewable energy. Stonepeak
is headquartered in New York with
offices in Houston, Austin and Hong
Kong. For more information, please visit
www.stonepeakpartners.com. An early warning report
will be filed by Stonepeak Magnet in accordance with applicable
securities laws and will be available on SEDAR at www.sedar.com or
may be obtained directly from Sharon Kretchmar upon request at
+1 416-601-8419. A Schedule 13D will be filed by Stonepeak Magnet
in accordance with applicable U.S. securities laws and will be
available on EDGAR at www.sec.gov.
Stonepeak Magnet did not previously own or control any
Akumin securities. As a result of completing the purchase of the
Financing Shares, Stonepeak Magnet, together with its joint actors,
owns and controls approximately 3.93% of currently
outstanding common shares of Akumin immediately
following the closing of transactions occurring on September 1, 2021. If the Financing
Warrants are fully exercised, then combined with the
common shares of Akumin held by Stonepeak Magnet, Stonepeak
Magnet would, together with its joint actors, have ownership and
control over 20,614,093 common shares of Akumin,
representing approximately 19.42% of the common shares of
Akumin on a partially diluted basis. The proposed acquisition
by Stonepeak Magnet was made in the context of its overall
investment purposes. Stonepeak Magnet holds all of its
interest in Akumin for investment purposes and expects to review
from time to time its investment in Akumin and may, depending on
the market and other conditions: (i) purchase additional
common shares of Akumin, options or related derivatives in
the open market, in privately negotiated transactions or otherwise;
(ii) sell all or a portion of the shares of common shares of
Akumin, options or related derivatives now beneficially owned
or hereafter acquired by them; and (iii) engage in communications
with, among others, one or more shareholders of Akumin, one or more
officers of Akumin and/or one or more members of the board of
directors of Akumin regarding Akumin and/or Stonepeak Magnet's
investment.
About Tahoe
Thaihot Investment Co. LTD, a wholly owned subsidiary of
Tahoe Healthcare Management Limited, is organized under the laws of
the Cayman Islands and its head
office is at the Offices of Vistra (Cayman) Limited, P.O. Box 31119
Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands.
Tahoe Investment Group, founded in 1996 by Mr. Qisen
Huang, is an investment holding company headquartered in No.333
North Wusi Road, Fuzhou,
Fujian Province, China. With
offices in major Chinese business hubs including Beijing, Shanghai, Guangzhou, and Hong
Kong, Tahoe Investment Group holds a diversified portfolio
of assets in various industries including real estate development,
financial services, healthcare, and property management.
Tahoe Group, in which Tahoe Investment Group holds a controlling
ownership, is one of the leading real-estate developers in
China listed on the Shenzhen Stock
Exchange. For more information, please visit
www.tahoecn.com.
An early warning report will be filed by Tahoe in
accordance with applicable securities laws and will be available on
SEDAR at www.sedar.com or may be obtained
directly from Jinpeng Li upon
request at +8618610278041. A Schedule 13D will be
filed by Tahoe in accordance with applicable U.S. securities laws
and will be available on EDGAR at www.sec.gov.
Tahoe did not previously own or control any Akumin
securities. As a result of completing the sale of Alliance to
Akumin, Tahoe owns and controls approximately 14,223,570 common
shares of Akumin, representing approximately 15.97% of the
currently outstanding common shares of Akumin immediately following
the closing of transactions occurring on September 1, 2021. Tahoe holds all of its
interest in Akumin for investment purposes and expects to review
from time to time its investment in Akumin and may, depending on
the market and other conditions: (i) purchase additional common
shares of Akumin, options or related derivatives in the open
market, in privately negotiated transactions or otherwise; (ii)
sell all or a portion of the shares of common shares of Akumin,
options or related derivatives now beneficially owned or hereafter
acquired by them; and (iii) engage in communications with, among
others, one or more shareholders of Akumin, one or more officers of
Akumin and/or one or more members of the board of directors of
Akumin regarding Akumin and/or Tahoe's investment.
Forward-Looking Information
Certain information in this press release constitutes
forward-looking information. In some cases, but not necessarily in
all cases, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "targets",
"expects" or "does not expect", "is expected", "is positioned",
"estimates", "intends", "assumes", "anticipates" or "does not
anticipate" or "believes", or variations of such words and phrases
or state that certain actions, events or results "may", "could",
"would", "might", "will" or "will be taken", "occur" or "be
achieved". In addition, any statements that refer to expectations,
projections or other characterizations of future events or
circumstances contain forward-looking information. Forward-looking
statements contained in this press release include, without
limitation, statements regarding Akumin's ability to draw
additional funds from Stonepeak and the use of proceeds therefrom
and appointments of other senior officers. Statements
containing forward-looking information are not historical facts but
instead represent management's expectations, estimates and
projections regarding future events.
Forward-looking information is necessarily based on a
number of opinions, assumptions and estimates that, while
considered reasonable by Akumin as of the date of this press
release, are subject to known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results,
level of activity, performance or achievements to be materially
different from those expressed or implied by such forward-looking
information, including, but not limited to, the factors described
in greater detail in the "Risk Factors" section of Akumin's Annual
Information Form dated March 31,
2021, which is available at www.sedar.com and www.sec.gov.
These factors are not intended to represent a complete list of the
factors that could affect Akumin; however, these factors should be
considered carefully. There can be no assurance that such estimates
and assumptions will prove to be correct. The forward-looking
statements contained in this press release are made as of the date
of this press release, and Akumin expressly disclaims any
obligation to update or alter statements containing any
forward-looking information, or the factors or assumptions
underlying them, whether as a result of new information, future
events or otherwise, except as required by law.
SOURCE Akumin Inc.