MISSISSAUGA, ONTARIO -- (Marketwired) -- 06/25/13 -- CML HealthCare Inc. (TSX: CLC) (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."
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