TORONTO, April 15, 2019 /CNW/ - Akumin Inc. (TSX:
AKU, AKU.U) ("Akumin" or the "Corporation") announced
today that it has, through its wholly-owned subsidiary Akumin
Corp., entered into purchase agreements to acquire 27 imaging
centers operated under Advanced Diagnostics Group ("ADG"),
The Imaging Centers of West Palm and Elite Radiology of
Georgia. All of these centers are managed by ADG's management
team. Pursuant to the purchase agreements, Akumin would acquire all
of the issued and outstanding equity interests of ADG Acquisition
Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology
Holdings, LLC (collectively, the "Targets").
The total purchase price for the Targets is approximately
US$214 million of which US$25 million would be satisfied
by the issuance of Akumin shares at a price of US$4.00 per share. A portion of the
purchase price payable in respect of the acquisition of SFL
Radiology Holdings, LLC is subject to an earnout based on
annualized revenues earned in the first two quarters of 2020 less
certain costs and expenses. Closing of the transactions is
expected to occur during the second quarter of 2019 and is subject
to customary closing conditions. Collectively, the Targets
produced an adjusted EBITDA of approximately US$30.3 million on a last twelve months'
basis as at December 31, 2018.
In connection with the acquisition of the Targets, Akumin also
announced that it has entered into a binding commitment letter with
BBVA Compass and BBVA Securities Inc. (the "Lenders")
pursuant to which the Lenders would provide Akumin Corp. with
credit facilities totaling US$380 million, of which
US$330 million would be advanced as a term facility and
US$50 million would be a revolver to be used primarily to fund
future acquisitions. The proceeds of the term loan would be used to
refinance approximately US$112
million of Akumin's existing debt and to finance
US$189 million of the purchase price
payable in respect of the acquisition of the Targets, with the
balance to be used for other potential acquisitions in the
future.
"This acquisition will diversify our business offering by adding
an established personal injury business to our network. We
are excited to have Kevin Johnson,
ADG's Co-founder and CEO, and his team join our family," said
Riadh Zine, Akumin's President and
Chief Executive Officer. "We are also excited to have Dr.
Richard Sarner, the Co-Founder and
Medical Director of The Imaging Centers of West Palm, continue his
role with Akumin."
"In addition to becoming a shareholder of Akumin, Kevin will
lead our personal injury business across the company to further
expand our personal injury footprint across all of our
markets. We also expect to optimize some of our existing
Akumin centers as personal injury focused centers operating under
the Advanced Diagnostics Group banner."
"With these transactions we also enter the Georgia market," Mr. Zine continued, "where we
can leverage our expertise in a 'certificate of need' market and
develop a new core geography for Akumin."
About the Targets
Advanced Diagnostic Group operates 14 outpatient diagnostic
imaging centers across Florida,
each as an independent diagnostic testing facility, with a
particular focus on personal injury imaging. In 2018, ADG's
management team took over management of The Imaging Centers of West
Palm, which operates 7 outpatient diagnostic imaging centers in
South Florida. ADG's management team has also expanded in
Georgia with SFL Radiology
Holdings, LLC, which has the exclusive right to manage the
non-clinical and administrative affairs of Elite Radiology of
Georgia, LLC, a physician-owned
practice which operates four outpatient diagnostic imaging centers
and expects to have two additional centers operating in the
Atlanta, Georgia area prior to
closing of the transactions.
About Akumin
Akumin is a leading provider of freestanding, fixed-site
outpatient diagnostic imaging services in the United States with a network of owned
and/or operated imaging centers located in Florida, Texas, Pennsylvania, Delaware, Illinois and Kansas. By combining our clinical expertise
with the latest advances in technology and information systems, our
centers provide physicians with imaging capabilities to facilitate
the diagnosis and treatment of diseases and disorders and may
reduce unnecessary invasive procedures, minimizing the cost and
amount of care for patients. Our imaging procedures include MRI,
CT, positron emission tomography (PET), ultrasound, diagnostic
radiology (X-ray), mammography, and other interventional
procedures.
Forward-Looking Information
Certain information in this press release constitutes
forward-looking information. In some cases, but not necessarily in
all cases, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "targets",
"expects" or "does not expect", "is expected", "an opportunity
exists", "is positioned", "estimates", "intends", "assumes",
"anticipates" or "does not anticipate" or "believes", or variations
of such words and phrases or state that certain actions, events or
results "may", "could", "would", "might", "will" or "will be
taken", "occur" or "be achieved". In addition, any statements that
refer to expectations, projections or other characterizations of
future events or circumstances contain forward-looking information.
Statements containing forward-looking information are not
historical facts but instead represent management's expectations,
estimates and projections regarding future events.
Forward-looking information is necessarily based on a number of
opinions, assumptions and estimates that, while considered
reasonable by Akumin as of the date of this press release, are
subject to known and unknown risks, uncertainties, assumptions and
other factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to the factors described in greater detail in the
"Risk Factors" section of our Annual Information Form dated
March 28, 2019, which is available at
www.sedar.com. These factors are not intended to represent a
complete list of the factors that could affect Akumin; however,
these factors should be considered carefully. There can be no
assurance that such estimates and assumptions will prove to be
correct. The forward-looking statements contained in this press
release are made as of the date of this press release, and Akumin
expressly disclaims any obligation to update or alter statements
containing any forward-looking information, or the factors or
assumptions underlying them, whether as a result of new
information, future events or otherwise, except as required by
law.
SOURCE Akumin Inc.