-- People Corporation's largest acquisition to date, advancing its strategy to build Canada's leading independent provider of innovative group benefits, group retirement and human resources consulting services-- Acquisition of three companies operating together as Hamilton + Partners for $13.9 million-- Adds one of the preeminent group benefits and disability insurance consulting firms in the Alberta market to the People Corporation group of companies, establishing a strong presence in Western Canada
People Corporation ("People" or the "Company") announced today that Hamilton + Partners, a leading group benefits and disability insurance consulting firm based in Calgary, Alberta, is joining the People Corporation group of companies. Through this transaction, which closed yesterday, People is significantly enhancing its national footprint, particularly in the Western Canadian market. Hamilton + Partners' group benefits and disability insurance consulting business consists of three operating companies, Employee Benefits Inc., Disability Concepts Inc. and 6814409 Canada Incorporated, which are being acquired concurrently for a purchase price of $13.9 million on closing, with the potential for additional future consideration based on achieving financial performance targets (the "Transaction").
"The addition of Hamilton + Partners represents a significant milestone in our quest to build the premier independent national provider of group benefits, group retirement and human resources consulting services, with best-in-class consultants delivering innovative and customized solutions to clients," commented Mr. Laurie Goldberg, Chairman and CEO of People Corporation. "Consistent with our previous acquisitions, the owners of Hamilton + Partners recognized the value in partnering with a large, well-capitalized, national organization such as ours."
Hamilton + Partners' principals, Ian Farrer, Kelly Little and Craig Robillard (the "Principals"), collectively have over 90 years of experience in the group benefits and disability insurance sector, and have used their deep knowledge and experience to grow Hamilton + Partners into one of the premier consulting firms in the Alberta market. In addition to providing superior consulting advice and service in the group benefits and pension market, they have developed and utilized unique disability and critical illness solutions and specialty medical insurance products to bring additional value to their clients. As a result, Hamilton + Partners has established an enviable reputation and strong loyalty among its client base.
"We are thrilled to be joining People Corporation," commented Ian Farrer. "As we considered ways to continue the growth of our business, finding a partner like People Corporation with a national footprint, unique and proprietary products and services, and specialized resources for marketing, business development and other sales-focused activities, is very exciting for us." Continued Kelly Little, "In addition, the alignment of our cultures, which includes a strong client-focus, an innovative approach to meeting client needs, and maintaining the utmost integrity in everything we do, makes us confident that this partnership will be very successful." Craig Robillard added, "Working together with People Corporation, we look forward to continuing to provide our clients with superior advice and service, and access to the solutions that best meet their needs." All of the Principals, as well as the staff that support them, will be continuing on after closing of the Transaction. Ian, Kelly and Craig will continue to be the primary operators of the business, and will have a significant economic interest in its success.
Mr. Goldberg continued, "We are very pleased to welcome Ian, Kelly, Craig and their team into the People Corporation family. The addition of Hamilton + Partners significantly enhances People Corporation's capabilities, and exemplifies our strategy to bring to our clients local knowledge, experience and service that is supported by a large company with substantial resources and a national footprint." Mr. Goldberg also added, "This is our eleventh partnership since 2006 and is illustrative of our ongoing growth strategy - partner with talented entrepreneurs and consultants that have built strong businesses, and unite their consulting talents and expertise with our deep resources and national scale."
The purchase price on closing will be funded through the Company's existing cash resources, the Company's senior credit facility with its lender and the issuance of vendor take-back notes to the Principals. "In conjunction with this acquisition, we are pleased to announce that we have expanded the acquisition component of our credit facility from $10 million to $20 million," commented Mr. Goldberg. "As a result, we have positioned ourselves for continued growth, given our existing cash balances as well as the additional credit availability remaining after the closing of this Transaction." In addition, in connection with the Transaction, the Company has entered into an agreement with the Principals whereby they will retain an economic interest in the business through ownership of special classes of shares of Hamilton + Partners that were not acquired by People as part of the Transaction, but which may be acquired by People in the future, subject to certain terms and conditions.
People expects to report its financial results for its third quarter in late July.
About People Corporation
People Corporation is a national provider of group benefits, group retirement and human resource services. We have offices across Canada, each led by a team of experts and backed by the resources of a national company that is traded on the TSX-V. Our industry experts provide uniquely valuable insight while customizing our innovative suite of services to the specific needs of our clients. Whatever your sector, whatever your scale, putting our expertise and proven track record to work will make a difference to your people and your bottom line.
Further information is available at www.peoplecorporation.com.
This news release contains "forward-looking information" within the meaning of applicable securities laws, such as information concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Use of words such as "may", "will", "expect", "believe", or other words of similar effect may indicate forward-looking information including the completion of the transaction, the impact of that transaction on our earnings and cash flow, and the anticipated benefits of the transaction. This information is not a guarantee of future performance and is subject to numerous risks and uncertainties, including those described in our publicly filed documents (which are available on SEDAR at www.sedar.com). Those risks and uncertainties include: our ability to maintain profitability and manage growth; strong competition from other advisors and changes in the current legislation could result in significant competition from the banking industry; failure of information systems and technology; dependence on key clients; seasonality of revenues and the resulting possible impairment on working capital; reliance on key professionals; additional financing may be required and may not be available under terms favourable to us; there can be no assurance that any suitable future acquisition will be available to us or that, if available, the terms of the acquisition will be favourable to us; and a change in general economic conditions. Many of these risks and uncertainties can affect our actual results and could cause our actual results to differ materially from those expressed or implied in any forward-looking information made by us or on our behalf. Given these risks and uncertainties, investors should not place undue reliance on forward looking information as a prediction of actual results. All forward-looking information in this news release is qualified by these cautionary statements. This information is made as of the date of this news release and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward looking information, whether as a result of new information, future events or otherwise. Additionally, we undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities.
Non-IFRS Financial Measures
EBITDA and Adjusted EBITDA are not recognized measures under International Financial Reporting Standards ("IFRS"). Management believes that in addition to revenue, net income and cash flows, the supplemental measures of EBITDA and Adjusted EBITDA are useful as they provide investors with an indication of earnings from operations before debt management and non-recurring and other adjustments. Investors should be cautioned, however, that EBITDA and Adjusted EBITDA should not be construed as an alternative to net income determined in accordance with IFRS as an indicator of the Company's performance. The Company's method of calculating these measures may differ from other public issuers and, accordingly, may not be comparable to similar measures used by other issuers. For a detailed explanation of how the Company's non-IFRS measures are calculated, please refer to the Company's MD&A filing for the six months ended February 28, 2013, which can be accessed via the SEDAR Web site (www.sedar.com).
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