Salona Global Extends Biodex Acquisition Debt Duration to July 2025
08 August 2023 - 9:30PM
Salona Global Medical Device Corporation (the
“
Company”) (TSXV:SGMD) today announced it has
executed an agreement (the “
Agreement”) to extend
the payment terms of the debt incurred in connection with its
acquisition of Biodex Medical Systems, Inc.
(“
Biodex”).
On April 3, 2023, the Company acquired all of
the outstanding equity of Biodex in consideration for, among other
things, the Company’s future obligation to pay an aggregate of
approximately US$10 million, which included (i) approximately
US$1.5 million payable under a loan for nuclear medicine
medical device inventory and parts which was due May 15, 2023; (ii)
approximately US$1.5 million payable under a working capital loan
which was due on June 15, 2023 (the “WC Loan”);
and (iii) approximately US$7 million in three payments: US$2
million payable on June 30, 2023, US$3 million payable September
30, 2023 and US$2 million payable December 31, 2023 (the
“Acquisition Debt”). The Company’s obligation to
pay both the Acquisition Debt and the WC Loan are secured by a
pledge of all of the outstanding shares of Biodex.
As of July 25, 2023, the remaining amounts to be
paid according to the closing statement by the Company under the
Agreement are (i) the Acquisition Debt is total US$6,756,525.45
plus interest; and (ii) the WC Loan total of US$1,502,765.63, for a
total of US$8,259.291.08
The Company entered into an agreement dated
August 4, 2023 (the “Debt Extension Agreement”)
which extends the maturity date for amounts payable under (i) the
WC Loan to October 31, 2023; and (ii) the Acquisition Debt to July
31, 2025.
The Company is working towards finalizing a US$2
million asset-based lending (ABL) facility on the Biodex assets
with its current lender. As of June 30, 2023, these unencumbered
assets totaled in excess of US$2.5 million in accounts receivable
and inventory. Subject to successfully closing on the ABL facility,
SGMD intends to use a portion of this facility to pay down the WC
Loan.
Pursuant to this Debt Extension Agreement, all
cash in excess of US$2.5 million held by the Company is required to
be paid to reduce the Acquisition Debt until payments are current.
The Debt Extension Agreement also requires the Company to increase
its ABL facility to 80% of working capital to provide further case
to reduce amounts owing under the Acquisition Debt. The Company has
the right to prepay the Acquisition Debt at any time without cost
or penalty.
“These agreements should give us the ability to
generate additional cash flow and focus on growth,” said Mike
Seckler, CEO. “As I mentioned recently, I plan to conduct a
strategic review with an aim to put us back on a path to revenue
growth and achieve a market multiple consistent with our peers
thereby increasing our share price.”
For more information please contact:
Mike SecklerChief Executive OfficerTel: 1 (800)
760-6826Email: Info@Salonaglobal.com
Additional Information
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
There can be no assurance that a new ABL
facility on the Biodex assets will be completed or the timing of
any agreement. Completion of any transaction will be subject to,
amongst other things, negotiation and execution of definitive
agreements, applicable director, shareholder and regulatory
approvals.
Certain statements contained in this press
release constitute "forward-looking information" within the
meaning of the Private Securities Litigation Reform Act of 1995
and applicable Canadian securities laws. These statements can be
identified by the use of forward-looking terminology such as
“expects” “believes”, “estimates”, "may", "would", "could",
"should", "potential", "will", "seek", "intend", "plan",
and "anticipate", and similar expressions as they relate to
the Company, including: the Company obtaining a new ABL facility on
the Biodex assets; the Company using cash flow generated as well as
leverage against assets to reduce the principal and interest of the
Acquisition Debt over the next 24 months; the Company being able to
successfully increase its ABL facility to 80% of working capital;
the Company believing it can operate profitably for the quarter
ending September 30, 2023; and the Company increasing its share
price.
All statements other than statements of
historical fact may be forward-looking information. Such
statements reflect the Company's current views and intentions with
respect to future events, and current information available to
the Company, and are subject to certain risks, uncertainties and
assumptions. Salona cautions that the forward-looking statements
contained herein are qualified by important factors that could
cause actual results to differ materially from those reflected by
such statements. Such factors include but are not limited to the
general business and economic conditions in the regions in
which Salona operates; the ability of Salona to execute on key
priorities, including the successful completion of acquisitions,
business retention, and strategic plans and to attract,
develop and retain key executives; difficulty integrating newly
acquired businesses; ongoing or new disruptions in the supply
chain, the extent and scope of such supply chain disruptions, and
the timing or extent of the resolution or improvement of such
disruptions; the ability to implement business strategies
and pursue business opportunities; disruptions in or attacks
(including cyber-attacks) on Salona ’ s information
technology, internet, network access or other voice or data
communications systems or services; the evolution of various
types of fraud or other criminal behavior to which Salona
is exposed; the failure of third parties to comply with their
obligations to Salona or its affiliates; the impact of new
and changes to, or application of, current laws and regulations;
granting of permits and licenses in a highly regulated business;
the overall difficult litigation environment, including in
the United States; increased competition; changes in foreign
currency rates; increased funding costs and market
volatility due to market illiquidity and competition for funding;
the availability of funds and resources to pursue
operations; critical accounting estimates and changes to
accounting standards, policies, and methods used by Salona;
the occurrence of natural and unnatural catastrophic events
and claims resulting from such events; www.sec.gov, and with
the securities regulatory authorities in certain provinces of
Canada and available at www.sedar.com. Should any factor affect
Salona in an unexpected manner, or should assumptions
underlying the forward-looking information prove incorrect, the
actual results or events may differ materially from the
results or events predicted. Any such forward-looking information
is expressly qualified in its entirety by this
cautionary statement. Moreover, Salona does not assume
responsibility for the accuracy or completeness of such
forward-looking information. The forward-looking information
included in this press release is made as of the date of
this press release and the Company undertakes no obligation to
publicly update or revise any forward-looking information,
other than as required by applicable law.
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