KDA Group Announces the Signing of Agreements for the Sale of its Pharmacist and Pharmacy Technical Assistant Placement Agency Activities
Thetford Mines, QC - TheNewswire - March 27, 2023 - KDA Group Inc. (TSXV:KDA) (“KDA” or the “Corporation”) is pleased to announce that the Corporation has entered into an asset purchase agreement (the “Asset Purchase Agreement”) with 9483-0296 Québec Inc. (“9483”) and a share purchase agreement (the “Share Purchase Agreement”) with Halsa Health Group Inc. (“Halsa”) pursuant to which 9483 and Halsa, affiliated companies (collectively the “Buyer”), have agreed to acquire, subject to the fulfilment of certain conditions, KDA’s pharmacist and pharmacy technical assistant placement agency business for a total consideration of ten million two hundred thousand dollars ($10,200,000) (the “Sale Price”).
Under the terms of the Asset Purchase Agreement, 9483 has agreed to acquire all of the assets held by AlliancePharma Opérations Inc., a wholly owned subsidiary of KDA, necessary to operate the pharmacy placement agency business (the “Placement Business”) in consideration for the payment of eight million one hundred thousand dollars ($8,100,000) (the “Asset Purchase Price”). A portion of the Asset Purchase Price of $6,900,000 is payable upon closing of the transaction and the balance of $1,200,000 through the issuance of preferred shares of 9483. The preferred shares will be redeemable over a period of 36 months in accordance with the terms of redemption to be set out in a shareholders’ agreement to be signed upon closing of the transaction. The Asset Purchase Price will be adjusted to reflect closing adjustments related to working capital and accounts receivable pursuant to the Asset Purchase Agreement.
Under the terms of the Share Purchase Agreement, Halsa has agreed to acquire all of the shares of Élitis Pharma Inc. and Logistique Pharma Inc., wholly owned subsidiaries of KDA, through which KDA also operates the Placement Business, for an aggregate purchase price of two million one hundred thousand dollars ($2,100,000) (the “Share Purchase Price”). The Share Purchase Price is payable in full upon closing of the transaction, subject to working capital and accounts receivable adjustments pursuant to the Share Purchase Agreement.
The closing of the proposed transaction is expected to be held on or before April 14, 2023 and is subject to the satisfaction of certain conditions including the approval of the TSX Venture Exchange (“TSXV”) and the consent of KDA’s creditors, Persistence Capital Partners II, L.P. and Private Debt Partners Senior Opportunities Fund LP.
The Placement Business represents approximately 20.8% of the Corporation’s assets and approximately 49.5% of the revenues as of the last audited consolidated financial statements for the year ended July 31, 2022.
In connection with the transaction, KDA and the Buyer are arm’s length parties and a finder's fees totalling $306,000 will be payable to an arm’s length party, the whole subject to the closing of the transaction and approval by the TSXV.
The Corporation expects to use the Purchase Price received at closing to repay a portion of its debts, for working capital and general expenses. This transaction is part of a financial strategy that will allow the Corporation to accelerate the commercialization of its technologies on the national and international market.
The Corporation does not believe shareholders' approval will be required but, that in some circumstances subject to TSXV review, this could still be a TSXV condition for the Corporation to proceed with the proposed disposition transaction.
KDA’s goal is to propel the acceleration of the digital transformation of healthcare safely and securely for the benefit of patients around the world and the professionals who take care of them wherever they may be.
This transaction will enable KDA to consolidate its position in the healthtech market as a public corporation with global reach in pharmaceutical technology solutions and allow it to focus on developing healthtech products for the rapidly growing connected health market.
“Sales and acquisitions are an unavoidable reality of the current economic environment. This transaction is a tremendous growth driver for our Corporation. I am confident that the transaction announced today will allow us to move towards the realization and success of our ambitions and objectives both nationwide and internationally and to strengthen our position as an international leader in health technology,” said Marc Lemieux, Chief Executive Officer of KDA.
ABOUT KDA GROUP
KDA Group is a leader in technological innovations and specialized solutions in the pharmaceutical market. KDA is a corporation that offers quality products and has a respected expertise among the various stakeholders in the pharmaceutical and medical sectors. Its management team is guided by the vision to pursue leading the way in Canada and internationally. Additional information about the Corporation is available at www.kdagroup.ca and on SEDAR at www.sedar.com.
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CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This press release from KDA Group contains forward-looking statements. Forward-looking statements are typically identified by the words assumption, goal, guidance, objective, outlook, strategy, target, and other similar expressions, or future or conditional verbs such as aim, anticipate, believe, predict, could, expect, intend, may, plan, seek, should, strive, and will. By their nature, forward-looking statements require us to make estimates and assumptions and express opinions based on current conditions and anticipated developments, as well as other factors that Management may deem appropriate under the circumstances. There is inherent uncertainty and significant risk in these estimates, assumptions, and opinions, particularly of a commercial, economic, and competitive nature, and they are therefore subject to change. KDA Group cannot guarantee that these estimates, assumptions, and opinions will prove to be accurate.
Neither the 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 press release.
Marc Lemieux, Chief Executive Officer