Nova Leap Health Corp. Announces Execution of Definitive Agreement to Acquire Home Care Business in Massachusetts
23 Outubro 2020 - 5:01PM
NOVA LEAP HEALTH CORP. (TSXV: NLH) (“Nova Leap” or “the Company”),
a 2019 TSX Venture 50™ ranked company focused on the home health
care industry, is pleased to announce that it has executed a
definitive agreement (the “Agreement”), dated October 23, 2020, to
acquire a home care services company (“the Target”) located in
Massachusetts. The Target reported unaudited revenues of
approximately $2.245 million, and EBITDA of approximately $347,000
for the 2019 calendar year. All amounts are in United States
Dollars (“USD”) unless otherwise specified.
Under the terms of the Agreement, the
acquisition is to be made for total maximum consideration of $1.275
million of which $600,000 is payable with cash on closing, $375,000
is by way of a promissory note repayable over a three-year period
bearing interest of 2% per annum and up to $300,000 by way of a
3-year structured earnout (the “Earnout”). The promissory note will
be secured by a corporate guarantee by Nova Leap Health Corp. and
is subordinated to Nova Leap’s primary commercial lender.
Under the Earnout, the maximum potential annual
payout in each of 2022, 2023, and 2024 is subject to a ceiling of
$100,000 and is calculated based on gross service revenue of the
acquired operations for the previous 12-month period, which begins
January 1, 2021. The Earnout is also subject to a floor such that
no payments will be made in a given year if gross service revenue
falls below approximately $1.58 million for the preceding 12-month
period.
The acquisition is expected to be immediately
accretive and closing of the acquisition is subject to final due
diligence. The acquisition is at arm’s length and there are no
finder’s fees to be paid.
“We’re excited to continue expanding within
Massachusetts and to welcome a great team to our organization,”
said Chris Dobbin, President & CEO of Nova Leap. “I’m excited
about the quality of people we are attracting and about what lies
ahead.”
About Nova Leap
Nova Leap is an acquisitive home health care
services company operating in one of the fastest-growing industries
in the U.S. & Canada. The Company performs a vital role within
the continuum of care with an individual and family centred focus,
particularly those requiring dementia care. Nova Leap achieved the
#10 Ranking in the 2019 TSX Venture 50™ in the Clean Technology
& Life Sciences sector. The Company is geographically
diversified with operations in 7 different U.S. states within the
New England and South- Central regions as well as Nova Scotia,
Canada.
NON-GAAP
MEASURES:
Earnings before interest, taxes, depreciation
and amortization (“EBITDA”), is calculated as the net loss, before
acquisition and transaction costs, non-cash expenses (including
loss from disposal of assets, impairments, amortization and
depreciation and stock-based compensation), interest expense, net
of interest income and income tax expense.
FORWARD LOOKING INFORMATION:
Certain information in this press release may
contain forward-looking statements, such as statements regarding
future expansions and cost savings, the Company’s expected
annualized recurring revenue run rate and plans regarding future
acquisitions and financings. This information is based on current
expectations and assumptions, including assumptions concerning
general economic and market conditions, availability of working
capital necessary for conducting Nova Leap’s operations, and Nova
Leap’s ability to integrate its acquired businesses and maintain
previously achieved service hour and revenue levels, that are
subject to significant risks and uncertainties that are difficult
to predict. Actual results might differ materially from results
suggested in any forward-looking statements. Risks that could cause
results to differ from those stated in the forward-looking
statements in this release include the impact of the COVID-19
pandemic or any recurrence, including government regulations or
voluntary measures limiting the Company’s ability to provide care
to clients (such as shelter-in-place orders, isolation or
quarantine orders, distancing requirements, or closures or
restricted access procedures at facilities where clients reside),
increased costs associated with personal protective equipment and
sanitization supplies, staff and supply shortages; regulatory
changes affecting the home care industry, other unexpected
increases in operating costs and competition from other service
providers. All forward-looking statements, including any financial
outlook or future-oriented financial information, contained in this
press release are made as of the date of this release and included
for the purpose of providing information about management's current
expectations and plans relating to the future. The Company assumes
no obligation to update the forward-looking statements, or to
update the reasons why actual results could differ from those
reflected in the forward-looking statements unless and until
required by securities laws applicable to the Company. Additional
information identifying risks and uncertainties is contained in the
Company's filings with the Canadian securities regulators, which
filings are available at www.sedar.com.
CAUTIONARY STATEMENT:
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.
For further information:
Chris Dobbin, CPA, CA
Director, President and CEO Nova Leap Health Corp.
T: 902 401 9480 F: 902 482 5177
E:cdobbin@novaleaphealth.com
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