1290448 B.C. Ltd. Announces Binding Letter Agreement with SRx Health Solutions Inc. for Reverse Takeover Transaction
/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES/
TORONTO, March 5, 2024 /CNW/ - 1290448 B.C. Ltd. ("129") and SRx Health Solutions Inc. ("we", "our" or "SRx") (together, the "Parties") are pleased to announce that they have entered into a binding letter agreement with an effective date of March 5, 2024 (the "Letter Agreement") in respect of a proposed business combination (the "Proposed Transaction") that would result in the reverse takeover of 129 by SRx.
SRx operates as a Canadian healthcare service provider specializing in the Specialty Pharmacy segment of the pharmaceutical industry. Distinguishing itself as a National Specialty Pharmacy provider, SRx concentrates on overseeing a patient's healthcare journey, spanning from acute pharmaceutical needs to chronic and rare disease management. This unique focus positions SRx to deliver a more holistic and integrated solution, catering to the requirements of both patients and key healthcare stakeholders. Our all-encompassing end-to-end offerings includewholesale/distribution facilities, patient support programs, infusion clinics, retail pharmacies, co-designed clinical programs, clinical trials, and diagnostic services.
Our strategic growth plan is forward-thinking and revolves around fostering increased collaboration with pharmaceutical manufacturers and prescribers. With a specific emphasis on the expanding market of chronic and rare diseases, we target specialty drugs associated with closed and limited distribution networks. The objective is to broaden their distribution and improve accessibility. Our overarching goal is to elevate our current presence from 34 to 100 specialty pharmacy locations across mid-sized population centers throughout Canada, thereby enhancing the scope of healthcare services and establishing new industry benchmarks.
In the subsequent phase of SRx's evolution, we aim to extend our reach beyond the borders of Canada. Leveraging our comprehensive approach, we aspire to simplify healthcare on a global scale.
SRx was incorporated under the laws of the Province of Ontario on April 26, 2022.
For more information on SRx, please visit: www.srxhealth.ca
129 is a company formed pursuant to the laws of British Columbia and is a reporting issuer in the Provinces of British Columbia and Alberta. The common shares of 129 are not listed for trading on any exchange. 129 currently has 1,555,556 common shares issued and outstanding.
The Proposed Transaction will proceed by way of a reverse takeover transaction pursuant to which 129 will acquire all of the outstanding equity securities and securities convertible into equity securities of SRx in exchange for 129 shares (the "Proposed Transaction").
Prior to completion of the Proposed Transaction, 129 will complete a reorganization of its share capital pursuant to which (i) 129 effect a stock split or consolidation (the "129 Adjustment") of its issued and outstanding common shares ("129 Shares") into a number of post-129 Adjustment shares that, when multiplied by the Issue Price (as defined below) will be equal to $1,500,000; and (ii) the shareholders of 129 will receive 500,000 Resulting Issuer Warrants (as defined below) and 333,333 special warrants, each of which will entitle the holder thereof to acquire, without payment of any consideration, one Resulting Issuer Share (as defined below) if the Resulting Issuer (as defined below) achieves certain performance milestones.
Prior to completion of the Proposed Transaction, SRx will complete a reorganization of its share capital pursuant to which SRx will effect a stock split or consolidation (the "SRx Adjustment") of its issued and outstanding common shares into a number of post-SRx Adjustment shares that, when multiplied by the Issue Price will be equal to $60,000,000.
Upon completion of the Proposed Transaction, 129 (the "Resulting Issuer") will continue the business of SRx under a name to be determined by SRx (the "Name Change"). Certain common shares of the Resulting Issuer ("Resulting Issuer Shares") are expected to be subject to restrictions on resale or escrow under the policies of the TSX Venture Exchange (the "Exchange") and certain Resulting Issuer Shares are expected to be subject to restrictions on resale or escrow based on contractual arrangements between SRx, 129 and such holders.
The completion of the Proposed Transaction is subject to a number of terms and conditions, which include, but are not limited to: there being no material adverse changes in respect of either 129 or SRx; the Parties obtaining all necessary consents, orders, regulatory, court and shareholder approvals, including the conditional approval of the Exchange; completion of the Name Change; completion of the Concurrent Financing (as defined below); completion of the 129 Adjustment and the SRx Adjustment; the delivery of audited financial statements of 129 that are compliant with the Exchange policies; the preparation of audited financial statements of SRx prepared as prescribed by regulation and in accordance with international financial reporting standards and other standard conditions of closing for a transaction in the nature of the Proposed Transaction; the receipt of requisite approvals by the board of directors, and if necessary, the holders of shares of the Parties; the receipt of all third-party consents and regulatory approvals in respect of the Proposed Transaction; confirmation that no material adverse change in the business, affairs, financial condition or operation of 129 shall have occurred; confirmation of no legal proceeding or regulatory action or proceeding exists against the Parties; the receipt of resignations and the entering into of a mutual release from and with each of the current officers and directors of 129; the representations and warranties of the Parties being true and correct in all material aspects; material compliance by the Parties with the terms of the Letter Agreement; there being no prohibition at law against the consummation of the Proposed Transaction; the completion of the Proposed Transaction resulting in the capitalization of the Resulting Issuer being as set forth in the Letter Agreement; and 129 having no outstanding liabilities. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.
The Proposed Transaction is an "arm's length transaction" under the policies of the Exchange. No person who or which is a Non-Arm's Length Party (as defined by the Exchange) of SRx has any direct or indirect beneficial interest in 129 or its assets prior to giving effect to the Proposed Transaction and no such persons are also insiders of 129. Similarly, there is no known relationship between or among any person who or which is a Non-Arm's Length Party of SRx and any person who or which is a Non-Arm's Length Party of 129.
On or prior to the completion of the Proposed Transaction, SRx intends to complete a non-brokered private placement offering (the "Concurrent Financing") of subscription receipts (the "Subscription Receipts") at a price of C$1.50 per Subscription Receipt (the "Issue Price") for minimum aggregate gross proceeds of C$3,000,000. Each Subscription Receipt will consist of one common share in the capital of SRx ("SRx Share") and one-half of one SRx Share purchase warrant ("SRx Warrant"), with each SRx Warrant allowing the holder to acquire an additional SRx Share at a price of C$1.80 per SRx Share for a period of 24 months. In connection with the completion of the Proposed Transaction, each Subscription Receipt shall automatically convert, with no further action on behalf of the holder, into SRx Shares and SRx Warrants. Pursuant to the terms of the Proposed Transaction, each SRx Share issued under the Concurrent Financing will be exchanged for a Resulting Issuer Share, and each SRx Warrant will be exchanged for a Resulting Issuer warrant (a "Resulting Issuer Warrant"). The aggregate subscription proceeds of the Concurrent Financing will be placed into escrow and released to SRx, subject to the satisfaction of a number of conditions including that all conditions precedent to the closing of the Proposed Transaction shall be satisfied or waived.
The proceeds of the Concurrent Financing will be used for acquisitions, working capital requirements and general corporate purposes.
The Debt Settlement
Prior to the completion of the Proposed Transaction, 129 will complete a debt settlement (the "Debt Settlement") whereby 129 will settle $60,000 in indebtedness by issuing 129 Shares to the holders of such notes.
Principals and Insiders of the Resulting Issuer
Adesh Vora
Chair of the Board of Directors and Chief Executive Officer
Adesh Vora is the founder, Chief Executive Officer and Chair of the Board of the Company. He brings over 24 years of pharmacy and healthcare experience to SRx and leads the Company with both a deep knowledge of and passion for the Canadian healthcare system. Since SRx's inception in 2013, Mr. Vora has successfully grown the Company from just one specialty pharmacy into a leader in the industry. Mr. Vora believes that all Canadians should have access to equal and modern healthcare, and, as such, he's played a key role in developing innovative and integrated healthcare solutions that enhance patient outcomes and accessibility to care. He equally strives to continue driving the profession of pharmacy and the role of a pharmacist, while simultaneously inspiring other pharmacists to innovate. He also currently serves on the board of directors of the Neighbourhood Pharmacy Association of Canada and as President of the Seva International Charitable Foundation. Mr. Vora holds a Doctor of Pharmacy degree from the University of Illinois, and has completed Alumni Programs at Harvard Business School and the Massachusetts Institute of Technology Sloan School of Management.
Nitin Kaushal
Lead Director
Nitin Kaushal has over 35 years of experience in the healthcare, life sciences, and medical technology industries. He currently sits on the board of directors for several leading Biotech and Healthcare companies, bringing a wealth of capital raising and M&A expertise. Additionally, Mr. Kaushal has served on the Audit, Governance and Compensation committees for more than a dozen U.S. and Canadian publicly listed companies and possesses strong relationships with key industry leaders and institutional investors. Prior to these roles, Mr. Kaushal held a number of senior positions in investment banking, venture capital and consulting firms including with PwC, Desjardins Securities, Orion Securities, Vengate Capital Partners, HSBC Securities, Gordon Capital and MDS Capital Corp. Mr. Kaushal graduated from the University of Toronto with a Bachelors in Science degree in Chemistry, is a Chartered Accountant, and holds a CF Corporate Finance Qualification.
Asha Daniere
Director, Chair of the Human Resources and Compensation Committee
Asha Daniere has over 25 years of experience as a strategic and legal advisor to multinational companies in the media and technology industries. She served for eight years as Executive Vice–President of Legal and Business Affairs at Blue Ant Media, a global media company. Prior to that, Ms. Daniere was the Senior Vice President and General Counsel at Score Media Inc., a publicly traded sports media company that was sold to Rogers Communications. In addition to her experience in Canada, Ms. Daniere practiced law in the United States, as an associate at White and Case LLP in New York City and as in–house counsel to The Topps Company, Inc. She is currently Lead Director on the Board of Thunderbird Entertainment Inc. and Chair of the Compensation and Governance Committee of the board of directors of the Toronto International Film Festival. Ms. Daniere holds a Juris Doctor degree from Tulane Law School and a Bachelors of Arts from the University of Toronto.
David White
Director, Chair of the Audit Committee
David is a corporate director and currently the General Partner of First Call Services LLC, a private holding company and advisory firm. David has held a number of senior financial and operating positions with John Labatt Limited, Lawson Mardon Group Inc., and Laidlaw Inc., and was Chief Executive Officer of American Student Transportation Partners, a provider of student transportation services, Chief Executive Officer of TransCare Inc., a medical transportation company, and President and Chief Operating Officer of Student Transportation of America, formerly a TSX- listed company. David is a member of the board of directors of Art's Way Manufacturing Company, Inc. (a public Iowa based diversified, international manufacturer and distributor of equipment serving agricultural, research and steel cutting needs), where he serves on the Audit Committee and chairs the Compensation Committee. David has been a Canadian Chartered Accountant since 1978 and holds a BA from the University of Western Ontario and an MBA from the University of Toronto. In 2013, David received the ICD.D designation from the Institute of Corporate Directors.
Nancy Lum–Wilson
Director, Chair of the Governance Committee
Nancy Lum–Wilson has over 25 years of executive experience in the private and public healthcare space. Prior to joining the public sector, she held senior roles and consulted in market access and strategic business development for the multinational pharmaceutical and medical devices industries, including Teva, Abbott, Sanofi, Medical Brands, Lil' Drug Store and Fournier. Ms. Lum–Wilson joined the public sector in 2005, where she led a number of impactful projects in strategic health policy and planning at the Ontario Ministry of Health and the Central Local Health Integration Network. In 2017, as Chief Executive Officer and Registrar of the Ontario College of Pharmacists, and Adjunct Professor and Lecturer at the schools of pharmacy at the Universities of Toronto and Waterloo respectively, she led governance reform at the College while transforming it into a data–driven organization. Ms. Lum–Wilson is currently a healthcare consultant focused on building collaborative partnerships to catalyze change and commercializing innovations that improve patient care. Ms. Lum–Wilson graduated with a Bachelors degree in Pharmacy from the University of Toronto, an MBA from the Ivey School of Business at Western University. She holds the C.Dir. designation from the Directors College at McMaster's DeGroote School of Business and a CRM from the Risk and Insurance Management Society.
Davender Sohi
Chief Financial Officer
Davender Sohi is the Chief Financial Officer of SRx and has over 17 years of experience in the accounting and financial sectors. He began his career in tax and audit before transitioning into advisory roles involving valuations and M&A at various firms including Ernst and Young. Mr. Sohi then went on to start his own accounting and consulting business and also had the opportunity to join Avicanna Inc., a biopharmaceutical company, as Chief Financial Officer where he helped complete the company's Initial Public Offering on the TSX in 2019. In Mr. Sohi's current position at SRx, he plays a leading role in transforming the finance function, in addition to providing in–depth technical knowledge in order to drive decisions, create solid processes, and ensure that external reporting is accurate, reliable and timely. Mr. Sohi graduated with a Bachelors of Commerce from Queen's University and holds a CPA, CA and CBV Qualification.
Brock Clancy
Chief Operating Officer
Brock Clancy joined SRx in 2019 as Vice–President, Patient Services and Operations. Since being appointed to the role of Chief Operations Officer, Mr. Clancy leads the strategic development, patient support program, project management office, pharmacovigilance, and nursing operations teams at SRx. Mr. Clancy's focus is on fostering continued growth, including business development, due diligence, negotiation of deal terms and agreements, as well as closing and integration. Prior to joining SRx, Mr. Clancy worked for over 10 years in the healthcare space, most recently as a Director of Patient Support Programs at AmerisourceBergen Corporation / Innomar Strategies Inc in Oakville, Ontario. Mr. Clancy has successfully led numerous patient support program launches in his career as well as negotiated commercial and trade terms with a multitude of international manufacturing organizations. Mr. Clancy graduated from the University of Edinburgh – Napier with a Master's of Business Administration with a Health Management focus and also holds a Lean Six Sigma Maser Black Belt from the council for Lean Six Sigma. He has been actively involved in a number of charitable and fundraising boards and sits on a number of pharmaceutical industry committees.
Bikram Nahal
Chief Pharmacy Officer
As Chief Pharmacy Officer, Bikram leads the oversight of all pharmacy operations to ensure the seamless delivery of high-quality health and wellness services to patients. Leveraging his extensive background in pharmacy ownership and operations, he brings a wealth of experience and knowledge, orchestrating strategic initiatives and optimizing SRx's growing network of pharmacy locations across Canada.
Before assuming his current position, Bikram served as the Chief Supply Chain Officer at SRx, where he single-handedly established the company's national pharmaceutical Wholesale & Distribution arm. A distinguished Pharmacist, Bikram earned his credentials from the esteemed Leslie Dan Faculty of Pharmacy at the University of Toronto in 2009. He is a respected figure within the industry, an active committee member with the Neighbourhood Pharmacy Association of Canada, and collaborates with leading organizations to develop innovative strategies for enhancing patient health outcomes.
Hemant Shah
Chief Medical Officer
Dr. Hemant Shah brings over 13 years of medical expertise and provides a unique and invaluable physician perspective that is instrumental to SRx's full range of strategic and growth initiatives. Dr. Shah's focus is on fostering further growth in physician partnerships, driving innovation, supporting research operations, working closely with nursing and business development, and helping to generate public–facing health education. He is an award–winning and highly regarded academic physician, having achieved the rank of Associate Professor at the University of Toronto and served as Clinical Director of University Health Network's Liver Disease program, while simultaneously and successfully maintaining a clinical practice in liver disease at University Health Network. Notably, Dr. Shah has received funding from governments, research grant organizations, and industry alike in support of the innovative care and education programs that he designed and delivered throughout Canada and across the globe. He was honoured as the inaugural recipient of the Canadian Association for the Study of Liver's Education Excellence Award for his broad portfolio of work and has published over 50 peer–reviewed articles, including acting as lead author of the Canadian Consensus Guidelines for Hepatitis C Treatment. Moreover, Dr. Shah is a strong advocate for the physician profession and a champion of interprofessional education. He is a former Board member of the Ontario Medical Association and Vice–Chair of the Negotiations team, which is tasked with negotiating the largest single labour contract in North America. Dr. Hemant Shah is a Fellow of the Royal College of Physicians of Canada, holds a Medical Doctorate and Masters in Community Health from the University of Toronto, as well as an undergraduate degree in Arts and Science from McMaster University.
In connection with the Proposed Transaction and pursuant to the requirements of the Exchange, 129 will file a listing application, or equivalent document, on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Proposed Transaction, SRx, the Concurrent Financing and the Resulting Issuer.
Neither the Exchange nor its Regulation Services Provider (as defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the Exchange), disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the listing application to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward looking statements. In this press release, forward-looking statements relate, among other things, to the Proposed Transaction and certain terms and conditions thereof; the business of SRx and 129, the Concurrent Financing; shareholder, director and regulatory approvals; the Debt Settlement and future press releases and disclosure. Forward looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, 129 assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
SOURCE 1290448 B.C. Ltd
129, TJ Finch, CEO, CFO & Director, [email protected]; SRx, Adesh A. Vora, Director, [email protected]
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