Empower Clinics (OTC PINK:EPWCF) announced it buying Lawrence Park Health and Wellness Clinic Inc., 1100900 Canada Inc dba Atkinson, and Momentum Health Inc. collectively. The deal is contingent on Empower completing a debt or equity financing to raise minimum gross proceeds of C$750,000. The company has entered into an agreement with Mackie Research Capital Corporation for a private placement of up to C$1,100,000. The private placement is scheduled to close on or about the week of November 2, 2020, and the acquisition is expected to occur on or about November 10, 2020.
“The acquisition of Momentum Health is expected to advance the direction and growth prospects for Empower overall,” said Steven McAuley, Empowers Chairman & CEO. “As we continue to position Empower as an integrated healthcare company, bringing alternative care together with primary care facilities enables us to deploy a better healthcare model, based on progressive technology and in-person care. Having Dr. Rabinowitz and Dr. Tsimerman join me in leadership to rapidly expand Empowers clinic footprint across Canada is another important step toward our growth objectives.”
Empower is a vertically integrated health and wellness company serving a database of 165,000 patients through clinics in the southwest United States, a telemedicine platform and a world-class medical diagnostics laboratory. Momentum Health operates a network of medical clinics with a comprehensive team of physicians and therapists who apply a holistic and hands-on approach working with patients to unlock potential well-being. Key services include Physiotherapy, Chiropractic, Massage Therapy, Traditional Chinese Medicine, Athletic Therapy, and others.
The proposed acquisition will include the acquisition of two standalone wellness clinics and four new co-located clinics in the Greater Toronto area of Ontario, Canada. Moreover, the proposed acquisition includes incentives for the two Co-Founders of Momentum Health to open an additional 30 clinics across Canada.
Momentum Health Co-Founder Dr. Rabinowitz commented “Our core values of professionalism, corporate responsibility and community health fall directly in line with Empower. We are extremely excited to collaborate with this tremendous organization to provide reliable and trusted healthcare for communities across Canada.”
PROPOSED TERMS OF ACQUISITION
Under the proposed terms, the Company will pay $275,000 CAD cash at closing and a $75,000 CAD performance holdback, for an aggregate cash payment of $350,000 CAD. In addition, at closing, Empower will issue Dr. Jordan Rabinowitz and Dr. Aviv Tsimerman common shares in the capital of Empower having an aggregate value of $250,000 CAD and, subject to the satisfaction of defined performance metrics, additional Shares having an aggregate value of $250,000 CAD, which will vest in quarterly installments over 24 months following the closing. All Share consideration is expected to be based on a deemed price per share equal to the 10-day volume-weighted average closing price per Share on the Canadian Securities Exchange for the period ending on the last business day prior to the closing.