Agility Health Inc. plans to acquire Medic Holdings Corp. in an all-stock transaction.
CJC Holding Inc. is selling the Canadian custom orthotic distributor and foot care clinic operator for 29,398,230 Agility shares as well as warrants to purchase another 3,821,770 shares of the company at 15 Canadian cents apiece.
The warrants are exercisable within a two-year period from the date of the closing of the transaction.
CJC Holding will own about 22.76% of Agility post close. Echelon Wealth Partners Inc. serves as Agility Health's financial adviser in the transaction.
Agility Health said it will undertake a private placement before the close of the transaction to raise funds for operational and working capital. The company will issue 4,424,780 units at 11.3 Canadian cents apiece for gross proceeds of C$500,000.
Each unit will comprise 1 company share and 0.1 of a warrant. One full warrant will be exercisable into a company share for 15 cents within a two-year period from the date of issue.
The private placement will be subscribed by Medic or CJC insiders.