MISSISSAUGA, ONTARIO--(Marketwired - Jun 25, 2013) - CML HealthCare Inc. (CLC.TO) (the "Company" or "CML"), announced today that it has entered into an Arrangement Agreement (the "Arrangement") with a newly formed Ontario corporation established by LifeLabs Inc., the general partner of LifeLabs Medical Laboratory Services ("LifeLabs"). LifeLabs is indirectly owned by OMERS Administration Corporation ("OMERS"), whose interest is managed by Borealis Infrastructure ("Borealis"). The Arrangement provides for the acquisition of all issued and outstanding shares of CML for $10.75 per share in cash by way of a Plan of Arrangement under the Business Corporations Act (Ontario). The total transaction, including the assumption of CML's outstanding debt of $255 million at March 31, 2013, is valued at approximately $1.22 billion.
The $10.75 in cash per common share that CML shareholders will receive under the terms of the Arrangement, represents a 49.3% premium to CML's closing price of $7.20 on June 24, 2013, and a 47.0% premium to the 20-day volume-weighted average share price based on trading on the Toronto Stock Exchange.
The Arrangement, which has been approved by the boards of directors of CML, LifeLabs, and OMERS, is subject to approval by shareholders of CML at a Special Meeting to be held on September 3, 2013. The transaction is also subject to receipt of regulatory approvals and other customary closing conditions, including court approval. The Arrangement includes customary deal protection provisions. The transaction is expected to close September of 2013. An Information Circular outlining details of the Arrangement and Special Meeting will be mailed to shareholders in early August 2013.
The second quarter dividend previously announced will be paid to shareholders on July 19, 2013, but no further dividends will be declared in anticipation of the consummation of the transaction.
"Since 1971, CML has been a trusted partner of medical professionals, providing timely and accurate medical diagnostic testing services to Canadians," said Patrice E. Merrin, Chairman of the CML Board of Directors. "LifeLabs, too, has an outstanding reputation of delivering quality care and I am confident that the combined organization will maintain and grow our trusted partner relationships. This is a natural fit for two strong companies."
"Our two organizations care about patients and helping physicians identify the right course of action for better healthcare outcomes," said Thomas Wellner, President and CEO of CML HealthCare. "So, in bringing the two companies together, we are fully aligned in our commitment to quality and continuous improvement in patient services in Ontario going forward. We are committed to transitioning seamlessly through our integration with LifeLabs, with a focus on operational excellence and providing the same level of quality service our clients and partners have come to expect."
"I'm very pleased to announce that our two laboratory diagnostic companies are coming together in Ontario to serve patients and their health providers," said Sue Paish, President and CEO of LifeLabs. "Coming together, we can be even stronger partners with government and healthcare partners in the planning and delivery of high quality and accessible diagnostic services for Canadians."
"We see an exciting future for this business," said Michael Rolland, President and CEO of Borealis Infrastructure. "We welcome the talented staff at CML HealthCare to LifeLabs and look forward to the team working together to continue to lead the industry in the delivery of quality laboratory services that support the healthcare needs of Canadians."
Goldman, Sachs & Co. is acting as financial advisor, Goodmans LLP is acting as legal counsel for CML and Bennett Jones LLP as legal counsel for the Special Committee of the Board of Directors in regard to the transaction.
GS has also rendered a opinion to the Board of Directors that, as of June 24, 2013 and based upon and subject to the factors and assumptions set forth in its opinion, the consideration proposed to be paid to the holders of common shares (other than LifeLabs Ontario and its affiliates) pursuant to the Arrangement was fair from a financial point of view to such holders. The full text of the written opinion of GS, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion will be set forth in the Information Circular to be mailed to shareholders in connection with the transaction. GS provided its opinion for the information and assistance of the Board of Directors in connection with its consideration of the transaction and is not a recommendation as to how any holder of common shares should vote in connection with the transaction or any other matter.
Investor Conference Call
The Company will host a conference call today, June 25, 2013, at 9:00 am (EDT). Investors and analysts are invited to join the call by dialing 416-644-3415 or 877-974-0445. Please dial in 15 minutes prior to the call to secure a line. You will be put on hold until the conference call begins. A taped replay of the conference call will also be available until July 2, 2013 by calling 416-640-1917 or 877-289-8525, reference number 4626784#.
About CML HealthCare Inc.
Based in Mississauga, Ontario, CML HealthCare Inc. is a leading community-based, medical diagnostic services provider in Canada. In addition to operating 112 Client C.A.R.E. Centres in Ontario, 82 imaging centres in Ontario and British Columbia, CML operates three subsidiaries: 1) Hemostasis Reference Laboratory, focused on specialized coagulation testing and equipment calibration for international customers; 2) CML Bioanalytics, a specialty laboratory providing customized clinical trial testing for the biotechnology and pharmaceutical industries; and 3) Rocky Mountain Analytics, providing specialized testing for naturopaths and physicians practicing integrated medicine in Canada. CML is publicly-traded on the Toronto Stock Exchange under the symbol "CLC" and has approximately 89.8 million common shares outstanding. For more information, please visit www.cmlhealthcare.com or follow CML on Twitter @cmlhealthcare.
Caution concerning forward-looking statements
This document includes forward-looking statements within the meaning of certain securities laws, including the "safe harbour" provisions of the Securities Act (Ontario) and other provincial or territorial securities law in Canada. These forward-looking statements include, among others, statements with respect to our objectives, goals and strategies to achieve those objectives and goals, as well as statements with respect to our beliefs, plans, objectives, expectations, anticipations, estimates and intentions. The words "may", "will", "could", "should", "would", "suspect", "outlook", "believe", "plan", "anticipate", "estimate", "expect", "intend", "forecast", "objective" and "continue" (or the negative thereof), and words and expressions of similar import, are intended to identify forward-looking statements.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. We caution readers not to place undue reliance on these statements, as a number of important factors, many of which are beyond our control, could cause our actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to: dependence on government-based revenues in Canada; general economic conditions; pending and proposed legislative or regulatory developments in Canada including the impact of changes in laws, regulations and the enforcement thereof; reliance on funding models in Canada; operational and infrastructure risks including possible equipment failure and performance of information technology systems; intensifying competition resulting from established competitors and new entrants in the businesses in which we operate; our ability to complete strategic acquisitions and to integrate our acquisitions successfully; insurance coverage of sufficient scope to satisfy any liability claims; fluctuations in total patient referrals; technological change and obsolescence; loss of services of key senior management personnel; privacy laws; ability to pay dividends in the future; structural subordination of common shares; leverage and restrictive covenants; fluctuations in cash timing and amount of capital expenditures; tax-related risks; unpredictability and volatility of the price of common shares; dilution; and future sales of common shares.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. When reviewing our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Additional information about factors that may cause actual results to differ materially from expectations, and about material factors or assumptions applied in making forward-looking statements, may be found in the "Risk Factors" section of our Annual Information Form, under "Business Risks" and elsewhere in our Management's Discussion and Analysis of Operating Results and Financial Position ("MD&A") for the year ended December 31, 2012 and elsewhere in our filings with Canadian securities regulators. Except as required by Canadian securities law, we do not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf. Such statements speak only as of the date made.
