TORONTO, Sept. 12, 2016 /CNW/ - (TSX-V: QHR)
QHR Corporation ("QHR" or the "Company"), a Canadian healthcare
technology company and a leader in the electronic medical records
market, announced today that it has filed on SEDAR and the
Company's investor relations website
(www.QHRtechnologies.com/investors) and mailed to QHR shareholders
the Management Information Circular (the "Circular") and related
proxy materials in respect of QHR's special meeting of shareholders
(the "Special Meeting") to be held at 3:00
pm (Toronto time) on
Wednesday, October 5, 2016 at the
offices of McCarthy Tétrault LLP at Suite 5300, 66 Wellington
Street West, Toronto, Ontario,
Canada.
The Arrangement
The purpose of the Special Meeting is to seek shareholder
approval of the proposed arrangement (the "Arrangement") under
section 192 of the Canada Business Corporations Act pursuant
to which Loblaw Companies Limited ("Loblaw") will acquire all of
QHR's issued and outstanding common shares ("QHR Shares") pursuant
to an arrangement agreement (the "Arrangement Agreement") dated
August 21, 2016 between the Company
and Loblaw, all as more particularly described in the Circular.
Completion of the Arrangement is conditional on approval by
holders of QHR Shares ("QHR Shareholders"), approval by the Supreme
Court of British Columbia, and
certain other closing conditions customary in transactions of this
nature. Subject to obtaining such shareholder and court approvals,
and the satisfaction or waiver of all other conditions precedent to
the Arrangement, it is anticipated that the Arrangement will be
completed in the fourth quarter of 2016.
The Consideration
The Arrangement provides significant value to QHR
Shareholders. Under the proposed Arrangement, QHR
Shareholders will receive $3.10 in
cash for each QHR Share.
Benefits of Arrangement
As more completely described in the Circular, benefits of the
Arrangement for QHR Shareholders include:
- Significant Premium to QHR Shareholders. The
consideration for each QHR Share under the Arrangement represents a
significant premium to the historical trading price of QHR Shares:
a premium of approximately 29% over the volume-weighted average
price for QHR Shares on the TSX-V for the 20-day trading period
ending on August 19, 2016, the last
trading day prior to the public announcement of the Arrangement;
and a premium of approximately 22% over the closing price of QHR
Shares on the TSX-V on August 19,
2016.
- Financial Aspects. The consideration to be received by
QHR Shareholders is to be paid in cash, which provides immediate
liquidity to QHR Shareholders, and the obligations of Loblaw under
the Arrangement Agreement are not subject to any financing or
regulatory conditions.
QHR Shareholders are encouraged to read the Circular, which
contains important information about the Arrangement.
Board Recommendation
QHR's board of directors (the "Board") has considered and
unanimously approved the Arrangement and, for the reasons set out
in the Circular, unanimously recommends that QHR Shareholders vote
in favour of the special resolution to approve the Arrangement.
All directors and officers of QHR and certain significant QHR
Shareholders, holding or controlling, in the aggregate,
approximately 23% of the QHR Shares, have entered into voting
support agreements with Loblaw to vote their QHR Shares in favour
of the Arrangement.
Shareholder Voting
Registered QHR Shareholders as of the close of business on
September 6, 2016 will receive notice
of and be entitled to vote at the Special Meeting.
QHR Shareholders who have questions regarding the Arrangement
or require assistance with voting may contact QHR's proxy
solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184
toll free in North America, or
call collect outside North America
at 416-304-0211, or by email at assistance@laurelhill.com.
About QHR Corporation
QHR is a leader in healthcare technology, empowering providers
and connecting patients. With a 12-year track record offering what
is now the single leading electronic medical records platform in
Canada, QHR has a suite of
complementary offerings that empower health professionals. QHR's
technologies and services enable secure medical records management
for clinical environments, empowering health providers with tools
for virtual care, including secure video and messaging, as well as
tools for clinic management including scheduling, billing, and
patient management. Health providers choose QHR to drive
efficiencies within their practice and improve the quality of care
delivered to patients.
Legal Notice Regarding Forward Looking Statements
This news release contains "forward-looking statements" about
the proposed Arrangement within the meaning of applicable
Canada securities
legislation. These forwarding-looking statements in this news
release are related to, but are not limited to, matters with
respect to the timing, completion, perceived benefits and results
of the Arrangement. Forward-looking statements typically
contain statements with words such as "expect", "anticipate",
"believe", "foresee", "could", "estimate", "goal", "intend",
"plan", "seek", "strive", "will", "may" and "should"' and similar
expressions.
There can be no assurance that the Arrangement will occur or
that the anticipated benefits will be realized. The
Arrangement is subject to shareholder and court approvals and the
fulfillment of certain conditions, and there can be no assurance
that any such approvals will be obtained and/or any such conditions
will be met. The Arrangement could be modified, restricted or
terminated.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect QHR's expectations only
as of the date of this news release. QHR disclaims any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise
except as required by law.
SOURCE QHR Corporation