OPMEDIC GROUP announces agreement with Founding Doctors to take the
corporation private for a cash consideration of $2.90 per share
Not for distribution to United States newswire services or for dissemination
in the United States.
MONTRÉAL, Sept. 23, 2013 /CNW Telbec/ - OPMEDIC GROUP INC. ("OPMEDIC GROUP"
or the "Corporation") (TSX: OMG) is pleased to announce that it has entered
into an acquisition agreement (the "Acquisition Agreement") with Kemourmedic
Group Inc. ("Kemourmedic Group"), a newly formed corporation the shares of
which are owned by Drs. Pierre St-Michel, Marc Villeneuve and Jean-Yves
Fontaine (collectively, the "Founders"), pursuant to which all of the
outstanding common shares of the Corporation, other than shares held directly
or indirectly by the Founders, will be acquired by Kemourmedic Group at a
price of $2.90 in cash per share and OPMEDIC GROUP will be taken private for a
total consideration of approximately $18.1 million (the "Transaction"). The
Founders directly or indirectly hold approximately 65.0% of the issued and
outstanding common shares of the Corporation. The Transaction values OPMEDIC
GROUP's equity at approximately $50.1 million.
The $2.90 per-share cash consideration represents a premium of approximately
23.4% to the closing price of the common shares of the Corporation on the
Toronto Stock Exchange (the "TSX") on September 20, 2013, the last day of
trading prior to the date hereof, and a premium of approximately 20.3% to the
volume-weighted average trading price of the shares in the last 20 days of
trading on the TSX.
"We are pleased to present this opportunity to the minority shareholders of
OPMEDIC GROUP to monetize 100% of their investment in OPMEDIC GROUP at a cash
price that represents fair market value for their shares and a significant
premium to the trading price of OPMEDIC GROUP's shares." commented Mr. Jacques
Landreville, Chairman of OPMEDIC GROUP and of the special committee of
independent directors constituted to review the Transaction (the "Special
Committee"). "After careful deliberation, OPMEDIC GROUP's Board of Directors
and Special Committee have unanimously concluded that the transaction is in
the best interests of OPMEDIC GROUP and is fair to OPMEDIC GROUP's public
The Transaction allows for the continued commitment of the Founders to the
success of OPMEDIC GROUP for the long term and Dr. St-Michel will continue as
President and CEO of OPMEDIC GROUP. "A privatized OPMEDIC GROUP will result in
lower operating costs and enable management to focus on pursuing the
Corporation's business strategy of providing quality patient care at its
clinics and enhance our ability to attract and retain quality healthcare
professionals." Dr. St-Michel said.
The Transaction is to be structured as an amalgamation of the Corporation with
Kemourmedic Acquisition Inc., a wholly-owned subsidiary of Kemourmedic Group,
under the laws of the Province of Quebec. Upon the completion of the
amalgamation, shareholders of OPMEDIC GROUP other than Kemourmedic Group will
receive one redeemable share of the corporation resulting from the
amalgamation for each common share of OPMEDIC GROUP. Each redeemable share
will then be immediately redeemed for $2.90 in cash.
In accordance with applicable securities laws, the Board of Directors of the
Corporation established the Special Committee comprised of all of its
independent directors in order to, among other things, select an independent
valuator, supervise the preparation of a formal valuation of the common shares
of the Corporation and consider the Transaction. The members of the Special
Committee, Jacques Landreville, Jean Larivée and Hani Basile, retained
McCarthy Tétrault LLP as legal advisor and TD Securities Inc.
("TDSecurities") was retained to advise the Special Committee and to prepare
a formal valuation of the common shares of OPMEDIC GROUP in accordance with
Regulation 61-101 respecting Protection of Minority Security Holders in
Special Transactions and to prepare a fairness opinion in respect of the
Transaction. The Corporation's legal advisor is Norton Rose Fulbright Canada
TD Securities has prepared a formal valuation (the "Valuation") and has
advised the Special Committee that it has concluded that, subject to the
assumptions, limitations and qualifications contained therein, as of the date
hereof, the fair market value of each OPMEDIC GROUP common share is in the
range of $2.70 to $3.20 per share. TD Securities has also provided the Special
Committee with its opinion (the "Fairness Opinion") that, as of the date
hereof, subject to the assumptions, limitations and qualifications contained
therein, the consideration to be received by shareholders of OPMEDIC GROUP
other than the Founders, Kemourmedic Group and their respective related
parties (the "Minority Shareholders") pursuant to the Transaction is fair,
from a financial point of view, to the Minority Shareholders.
Based on TD Securities' conclusions, among other matters considered, and after
consultation with its financial and legal advisors, the Special Committee
unanimously determined that the Transaction is fair to the Minority
Shareholders and is in the best interests of OPMEDIC GROUP. The Special
Committee has unanimously recommended that the Board of Directors of the
Corporation approve the Transaction and that the Corporation enter into the
Acquisition Agreement, and, following this recommendation, the Board of
Directors of the Corporation unanimously approved the Transaction (with
interested directors, Drs. Pierre St-Michel and Marc Villeneuve having
abstained) and recommends that the Minority Shareholders vote their common
shares of the Corporation in favour of the Transaction.
Shareholders of the Corporation will be asked to approve the Transaction at a
special meeting (the "Meeting") which the Corporation currently expects will
be held in early November 2013. Completion of the Transaction is subject to
customary closing conditions, including, but not limited to, the approval of
at least two-thirds of the shareholders of the Corporation voting at the
Meeting and of a simple majority of the Minority Shareholders voting at the
Meeting, and there being no material adverse change with respect to OPMEDIC
GROUP. The Acquisition Agreement governing the Transaction contains customary
representations, warranties and covenants for a transaction of this nature.
Assuming the satisfaction of all conditions, the Transaction is expected to
close the business day immediately following the Meeting.
Further details of the Transaction, including a copy of the Valuation and the
Fairness Opinion, and the detailed reasons for the favourable recommendation
to shareholders of the Corporation by the Board of Directors of the
Corporation and the Special Committee, will be contained in the management
information circular to be mailed to shareholders of the Corporation in early
October 2013 in connection with the Meeting.
The Transaction is not subject to a financing condition, and the Founders have
confirmed that financing has been arranged to fund the Transaction through
committed debt facilities to be provided to Kemourmedic Group by National Bank
of Canada. The Founders have also confirmed their intent to consummate the
Transaction to the exclusion of any other alternative transaction.
A copy of the Acquisition Agreement, the Valuation, the Fairness Opinion, the
Circular and certain related documents will be filed in due course on SEDAR at
National Bank Financial is acting as financial advisor and Fasken Martineau
DuMoulin LLP is acting as legal advisor to the Founders and Kemourmedic Group.
Shareholders should consult their own tax and investment advisors with respect
to the Transaction, details of which will be contained in the Circular.
About OPMEDIC GROUP
OPMEDIC GROUP is a company incorporated under the laws of the Province of
Quebec which provides healthcare-related services including surgical and
endoscopic facilities and services to patients and surgeons (with its OPMEDIC
division), fertility treatments, medical imaging, laboratory services and
diagnostic procedures (with its PROCREA Cliniques division, its subsidiary
8362556 Canada Inc. and a joint venture 7667264 Canada Inc.) and sperm banking
services (with its PROCREA Cryopreservation Centre subsidiary). OPMEDIC
GROUP's Common Shares trade on the TSX under the symbol "OMG".
This press release may contain certain "forward‐looking statements".
Forward‐looking statements are subject to certain risks and uncertainties,
many of which are beyond the Corporation's control. There can be no
assurance that such statements will prove to be accurate. Consequently,
actual results and future events may differ materially from
those anticipated by such statements. Readers should not rely unduly on such
forward‐ looking statements. The risks and uncertainties
include, but are not limited to, the satisfaction of the
conditions to consummate the Transaction, including the approval of the
Transaction by the shareholders, the occurrence of any
event, change or other circumstances that could give rise to
termination of the Transaction, a delay in the consummation of the
Transaction or failure to complete the Transaction for any other reason, the
amount of the costs, fees, expenses and charges related to the Transaction,
and the risks associated with general economic conditions.
The forward‐looking statements in this press release are made as of the
date of this press release and, except as required by law, OPMEDIC
GROUP disclaims any obligation to update or revise publicly
any forward‐looking statements, whether as a result of new information or
The content of this press release has not been approved by nor submitted to
the TSX which assumes no liability therefor.
SOURCE OPMEDIC GROUP INC.
Jean-Marc LACHANCE Vice President Finance and Chief Financial Officer (514)
345-8535, x 2260 firstname.lastname@example.org
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