KDA Group Announces the Signing of an Agreement for the Sale of its Subsidiary Agence L.I.V. Inc.
Thetford Mines, QC - TheNewswire - May 29, 2023 - KDA Group Inc. (TSXV:KDA) (“KDA” or the “Corporation”) is pleased to announce that on May 26, 2023, after market hours, the Corporation has entered into a share purchase agreement (the “Share Purchase Agreement”) with 9486-4410 Quebec Inc. (the “Purchaser”), a subsidiary of U.S.-based Clinical Education Alliance, LLC, pursuant to which the Purchaser has agreed to acquire, subject to the fulfilment of certain conditions, all the shares of Agence L.I.V. Inc. (“LIV”), a wholly-owned subsidiary of KDA, for an aggregate purchase price of thirteen million five hundred thousand dollars ($13,500,000) (the “Sale Price”).
LIV operates a business of developing and supporting medical education initiatives, creating medical education content and supporting logistical organization of scientific meetings and exchanges related to the environment of medical education.
The Sale Price is payable by the payment of twelve million two hundred eighty-seven thousand five hundred dollars ($12,287,500) at the closing of the transaction, and an escrow amount of one million two hundred twelve thousand five hundred dollars ($1,212,500) for a period of twelve (12) months to secure the adjustments to the Sale Price and the indemnification undertakings set forth in the Share Purchase Agreement.
The proposed transaction is expected to close on or about June 30, 2023 and is subject to the satisfaction of certain conditions including the approval of the TSX Venture Exchange (“TSXV”), the consent of KDA’s creditors, Persistence Capital Partners II, L.P. and Private Debt Partners Senior Opportunities Fund LP, and the consent of KDA’s shareholders.
The consent of KDA’s shareholders will be sought at the annual general and special meeting of the Corporation’s shareholders to be held on Tuesday, June 27, 2023.
In connection with the transaction, KDA and the Purchaser are arm’s length parties and a finder’s fees totalling $336,000 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 Sale Price received at closing of the transaction 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.
KDA’s goal is to propel the acceleration of the digital transformation of healthcare safely and securely for the benefit of patients worldwide 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