TORONTO, March 28, 2013 /CNW/ - Centric Health Corporation ("Centric Health"
or "the Company") (TSX: CHH), Canada's leading diversified healthcare company,
today announced that it has amended certain terms of its Consulting Agreement
with Global Healthcare Investments & Solutions Inc ("GHIS"), originally dated
June 2011, and the compensation for the Company's Chairman, Dr. Jack Shevel,
who is also President of GHIS. Following a process, the amendments were
unanimously agreed to by the Centric Health Board of Directors, excluding
Board nominees of GHIS who recused themselves from voting. The amendment is
subject to approval of The Toronto Stock Exchange (TSX) and disinterested
"Following a review of Centric's stage of development, the recent key
executive appointments and related party considerations, the Board has
successfully negotiated amendments to the Consulting Agreement with GHIS,"
said David Cutler, President and Chief Executive Officer, Centric Health
The key amendments to the Consulting Agreement and Chairman's compensation
-- Cancelation of the completion fee of up to 0.5% of the
enterprise value of mergers, acquisitions, similar corporation
transactions, and capital or finance raised;
-- Waiver of the monthly advisory fee of $100,000 per month for
the 15 months from October 2012 to December 2013;
-- Reduction of the monthly advisory fee from $100,000 to $75,000
per month from January 2014 to June 30, 2015, being the
termination date of the agreement (unless extended by mutual
agreement of both parties);
-- Waiver of existing Chairman's compensation of $200,000 per
annum with effect from October 2012.
"In addition to the cash flow and earnings benefits of $2.5 million over the
term of the Consulting Agreement, not including any prospective completion
fees, this transaction importantly addresses certain related party
sensitivities and enhances the investment profile going forward," said Daniel
Gagnon, Chief Financial Officer, Centric Health Corporation.
In consideration for these amendments, the Company will issue Centric Health
common shares ("Consideration Shares") from treasury equivalent to $2,150,000
at a price per share equal to the 5 day volume weighted average price ("VWAP")
of shares immediately following the announcement of the Company's 2012 annual
results, subject to a maximum of 5 million Consideration Shares issued. The
Consideration Shares will be subject to a one year hold period from their date
of issuance, unless the Board otherwise approves an earlier release. GHIS and
entities controlled by common shareholders of GHIS currently own 36,098,976
shares or approximately 25% of the issued and outstanding common shares of the
Company as of December 31, 2012. The maximum number of Consideration Shares
issued would increase the aggregate ownership to approximately 27.5%.
"GHIS' depth and breadth of experience has given Centric Health a leading
position with an unrivaled national platform of assets and operations with an
overarching focus on quality care and outcomes. We look forward to their
continued involvement, applied international expertise and support to the
management team as a key differentiator going forward," said David Cutler,
President and Chief Executive Officer, Centric Health Corporation.
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 and wellness and prevention.
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 with 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.
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.
David Cutler President and Chief Executive Officer Centric Health Corporation
Lawrence Chamberlain Investor Relations TMX Equicom 416-815-0700 ext. 257
SOURCE: Centric Health Corporation
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