Patient Home Monitoring Executes Definitive Purchase Agreement to Acquire Patient-Aids Inc. Under the terms of the definitive purchase agreement, Patient Home Monitoring will acquire all of the stock of Patient Aids, Inc. for total cash consideration of approximately $32,000,000 and 2,722,987 PHM common shares, representing less than 1% of Patient Home Monitoring’s total outstanding common shares.
The terms of the acquisition are as follows: 65% of the total consideration is due upon closing, with 10% due in six months based on maintaining certain A/R levels. The remaining 25% due in twelve months from the date of closing is based on the Company meeting revenue requirements. A total of $6.3 million in consideration solely at PHM’s option may be paid in shares valued at a 10-day VWAP at the time of payment.
The shares will be released from various holds over a two-year period. Closing of the acquisition will be subject to approval by the TSX Venture exchange and other standard conditions, including verification of trailing period financials by MNP, LLP of Canada, PHM’s independent auditor. PHM will also issue to an arms-length party 270,000 shares associated with the closing of Sleep Management and 330,000 shares upon the closing of Patient Aids, included in the purchase price.