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.
Sponsorship
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.