CONVALO HEALTH INTERNATIONAL CORP(CXV:TSXV, CA)
Convalo Health International (Convalo) Announces Plan to Acquire Two Southern California Treatment Companies
LOS ANGELES, CALIFORNIA–(Marketwired – May 20, 2015) –
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Convalo Health International, Corp. (Convalo) (TSX VENTURE:CXV), an acquisition-oriented company focused on rolling up the US addiction rehabilitation market, announced that it has come to terms to acquire two profitable southern California companies, Hollywood Detox Center and Accredited Rehab and Treatment Services (“ARTS”). As part of the acquisitions, Convalo will retain the three top executives in key positions at the national level, strengthening Convalo’s existing management team in the area of operations, admissions and executive management. As part of the acquisition, these executives would take over operational management of the current BLVD Treatment Centers portfolio of outpatient centers.
The acquisitions, expected to close very shortly pending a final purchase agreement, provide a fully vertically integrated platform in Hollywood and, within the next year, serve as a platform for the greater Los Angeles metropolitan area, offering detox services, men’s and women’s residential treatment services and aftercare services in West Los Angeles subsequent to Convalo’s acquisition last month of the outpatient center announced March 30th, 2015.
For the Hollywood area, the acquisition will immediately give Convalo the ability to provide services that fully encompass the entirety of the patients’ needs throughout the course of recovery, resulting in improvements to overall quality of care, a higher revenue per patient, and a more fluid patient experience at every level.
The accretive acquisitions will have an immediate and positive impact on earnings per share (EPS). The final terms of the acquisitions will be announced upon the execution of the final purchase agreements. The sellers will take both stock and cash as consideration.
“With this deal, we have a full service platform in Los Angeles,” said Michael Dalsin, Chairman of Convalo. “We wanted to announce this deal pre-closing to ensure that the respective staff members at BLVD Centers, ARTS and Hollywood Detox could openly work together to integrate and begin cross selling all services to clients. We plan to announce full financial details of the acquisition at closing, both in terms of expected positive impact on our annual revenues and profits, as well as the amount of cash and restricted stock paid to the sellers.”
“We are particularly excited to be retaining Keith Fowler and Brent Ortner from Hollywood Detox and Ryan Newport from ARTS as senior executives of our nationwide strategy and I welcome them as future shareholders and partners in our acquisition model. We expect to have a substantial amount of cash after we close this deal and are focusing on deals in New York, San Francisco, Miami and Chicago to create a nationwide network of addiction treatment centers offering the full range of addiction services from detox all the way to aftercare.”
Subsequent to listing, the Convalo Board of Directors approved the issuance of performance stock compensation in the form of options to several key personnel. Convalo issued (a) 3,000,000 options each to Michael Dalsin and Roger Greene as Chairman and CEO and Vice Chairman, respectively; (b) 500,000 options to Nitin Kaushal as non-executive Director; (c) 250,000 options to David Costine as non-executive Director; and (d) 100,000 options to Dennis Wilson as VP of Corporate Affairs. All options vest equally over three years at a market strike price of $0.55.
Convalo currently has 198,996,353 issued and outstanding common shares and 2,344,635 performance stock options available and yet-to-be assigned.
Convalo anticipates that the expiry date of the warrants outstanding exercisable for 43,125,000 common shares of Convalo at $0.50 per share, will be accelerated to November 11, 2015 pursuant to the terms of the Warrant Certificates. The acceleration is a result of Convalo’s share price achieving a volume-weighted average trading price greater than $0.60 for 20 consecutive trading days since closing. The warrants were originally issued pursuant to Convalo’s bought deal private placement of 43,125,000 units (each unit consisting of one common share and one warrant), for gross proceeds of $17,250,000, which closed on April 22, 2015.
Convalo is an acquisition-oriented company focused on rolling up the US outpatient addiction rehabilitation market led by seasoned management with experience in both US healthcare acquisitions and healthcare service asset management. In May 2014, Convalo made its first acquisition of a small, local addiction rehabilitation center in Los Angeles. Since May, the business has operated under the brand name BLVD Centers (www.blvdcenters.com) in a luxury Hollywood, California location. BLVD offers patients access to a wide range of services, including addictive and co-occurring disorders, helpful to the recovery process. In conjunction with the 12-Step approach, BLVD also offers supplemental insurance-reimbursed services catering to a variety of communities: gender specific, creatively- oriented, meditation/mindfulness, trauma and LGBT affirmative.