Premier Health Announces Definitive Agreement to Acquire Livecare
- Livecare is an established leader in the Canadian digital health space
- Have provided over 27,000 telemedicine visits
- Service over 500 independent active health practitioner accounts, some of which are multi-user sites
VANCOUVER, British Columbia, December 19, 2019 – Premier Health Group (CSE: PHGI, OTCQB: PHGRF, Frankfurt: 6PH) (the “Company” or “Premier Health”), a company focused on developing innovative approaches that combine human skill-based expertise with emerging technologies for the healthcare industry, is pleased to announce that, further to its previous news release, it has entered into an amalgamation agreement to aquire all of the outstanding securities of Livecare Health Canada Inc. (“Livecare”).
Livecare is a Canadian Telehealth company founded and operated by physicians dedicated to giving patients access to quality, real-time healthcare, regardless of where they are located. They offer digital technologies that connect Doctors & Allied Health Care Providers to their Patients via secure, encrypted, face-to-face video and messaging. In addition to their telemedicine platform, they offer kindredPHR – a personalized health record used for storing, managing, and sharing your health information. Thus, enabling patients access to manage their own care and share amongst their multiple healthcare providers.
With a track record providing health solutions to rural communities, remote work camps and First Nations communities, Livecare’s technology has proven to be a key enabler for sustainable health in geographically disperse populations. Their virtual health solution is an industry leader in enabling patients to access health information and the care they need on their terms. With digital tools designed for adoption by physicians and health organizations, Livecare aims to be a key player supporting the digitization of health and empowerment of patients. Additionally, they provide a white labelled enterprise platform for national health companies.
“We are excited about this opportunity to leverage Livecare’s existing partnerships and technology”, said Dr. Essam Hamza, CEO of Premier Health. “Livecare has been a pioneer in telemedicine and their knowledge and relationships will be invaluable to our plans moving forward. A key aspect of integration includes their workflow for video consults, specializing in real time assessments with devices like bluetooth enabled stethoscopes and otoscopes for physical examination of patients remotely. Having tested the devices in my own practice, I was impressed with the quality of care I was able to provide from a distance, whether it was listening to a heartbeat or performing an ear exam.”
Terms of the Acquisition
Under the terms of the agreement, in exchange for all of the outstanding Livecare common shares, Premier Health will: (i) assume all of the outstanding liabilities of Livecare and its wholly-owned subsidiary; and (ii) issue to the Livecare shareholders an aggregate of up to 4.5 million common shares of Premier Health (the “Consideration Shares”), at a deemed price of $0.40 per share, subject to adjustment. In the event that the total amount of assumed liabilities exceeds $1.20 million, Premier Health shall be entitled to immediately cancel such number of Consideration Shares, at a deemed price of $0.40 per share, as is equal to such excess. Notwithstanding, in no event shall Premier Health be obligated to assume more than $1.80 million in total liabilities of Livecare and its wholly-owned subsidiary. The Consideration Shares will be subject to certain contractual restrictions on trading for a period of twenty-four months from the date of issuance. Under the terms of the agreement, Livecare will also have the right to appoint its nominee to the board of directors of Premier Health on closing.
The acquisition is subject to customary closing conditions and receipt of regulatory approval.
ON BEHALF OF THE BOARD OF DIRECTORS
“Dr. Essam Hamza, MD”
Chief Executive Officer
About Premier Health
Premier Health is a Canadian company that is strategically poised to take advantage of business opportunities in the global health care industry. We are focused on innovative health care approaches that combine human skill-based expertise with emerging technologies. In conjunction with its subsidiary Cloud Practice, which offers SAAS based health technology solutions including a cloud based Electronic Medical Records (EMR) software, medical billing software and an online patient portal, the Company is developing proprietary technology to deliver quality healthcare through the combination of connected primary care clinics, telemedicine, and artificial intelligence (AI). We currently have a combined ecosystem of 290 clinics, over 3000 licensed practitioners and almost 3 million registered patients. The Premier Health team has deep clinical, operational and financial expertise and a passion for improving healthcare for all patients.
Livecare is a Canadian company founded and operated by Doctors dedicated to giving patients access to quality, real-time healthcare, regardless of where they are located. By offering patients the option to use Telehealth, wait and travel times are decreased or eliminated completely, allowing for invaluable timely diagnosis and triage. Livecare’s mission is to develop and implement self-sustaining patient centered community and international telemedicine programs. Livecare aims to provide health care access to all patients, increase the quality of health delivery by providing timely diagnosis and treatment, and reduce the expense to patients, communities, insurance providers and employers by avoiding needless travel costs and absent work days for primary and specialty medical services.
This news release contains forward-looking statements that are based on Premier Health’s expectations, estimates and projections regarding its business and the economic environment in which it operates, including with respect to the completion of the transactions contemplated in the amalgamation agreement, the expected timing thereof, and Premier Health’s expectations regarding the business of Livecare. Although Premier Health believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. These forward-looking statements speak only as of the date on which they are made, and Premier Health undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.
FOR ADDITIONAL INFORMATION CONTACT:
Premier Health Group Inc.
Renmark Financial Communications Inc.
Bettina Filippone: firstname.lastname@example.org
Tel:(416) 644-2020 or (514) 939-3989