CRH Medical Corporation (NYSE: CRHM) (TSX: CRH) has reported a definitive agreement with Well Health Technologies Corp. where WELL Health will acquire all issued and outstanding shares of CRH for USD 4 per share that represents a purchase price of USD 292.7 Million and a transaction value of USD 369.2 Million inclusive of credit facility. This purchase price represents 83% of the closing price of the Company’s shares on February 5th, 2021. WELL Health has reported that it has received the binding commitments in connection with a concurrent non-brokered private placement financing that is anticipated to close on or before February 15th, 2021. “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.”
A court approved arrangement under the business Corporations Act, will require approval by two thirds of the votes cast by shareholders of the company and two thirds cast by shareholders that hold stock options, restricted shares that vote together as single class. The directors and officers of the company hold an aggregate of 2.1% of the outstanding common shares of the company as each have entered voting support agreements to vote their shares in favour of the acquisition. The acquisition is expected to close during the second quarter of 2021.
The acquisition agreement also states that a reverse termination fee of USD 10 Million will be payable to CRH if there are certain breaches of a representation, warranty or covenant by WELL Health.
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CRH Medical Reports Agreement to be Acquired by Well Health