Jack Nathan Health Enters into Definitive Agreement for Sale of Canadian Business

Rhea-AI Summary

Jack Nathan Medical Corp. (TSXV: JNH; OTCQB: JNHMF) has agreed to sell its Canadian business to WELL Health Technologies for Cdn$5,000,000 in cash. The deal includes the extinguishment of over Cdn$15,000,000 debt owed to Wal-Mart Canada. Post-transaction, the company will retain its Mexican operations, including 155 Walmart-based clinics, 5 distribution center clinics, and 1 multidisciplinary clinic. WELL is providing an interim credit facility of up to $750,000 at 12% interest. The deal requires shareholder approval, with 24.36% of shareholders already committed. As part of the agreement, JN Mexico will share 10% of profits in year one and 25% thereafter with Walmart, until Cdn$4 million is paid.

Positive

• Elimination of significant debt (over Cdn$15M) to Walmart Canada
• Receipt of Cdn$5M cash from sale of Canadian operations
• Access to $750,000 interim financing facility
• Retention of substantial Mexican operations (161 clinics)

Negative

• Loss of Canadian business segment
• New profit-sharing obligation with Walmart (10-25% of Mexican profits)
• High interest rate (12%) on interim financing
• Future obligation to pay Cdn$4M to Walmart from Mexican profits

TORONTO--(BUSINESS WIRE)-- Jack Nathan Medical Corp. (TSXV: “JNH”; OTCQB: “JNHMF”) (the “Company”) announces that it has entered into an agreement with WELL Health Technologies Corp. (“WELL”) providing for the sale (the “Asset Sale” or the “Transaction”) by the Company to WELL of the Company’s Canadian business, assets and operations (the “JNH Canadian Business”), other than certain Canadian operations which may be transitioned in connection with the Transaction. The purchase price payable for the JNH Canadian Business is Cdn$5,000,000 cash. Following the completion of the Transaction, the Company will continue to own and operate its Mexican business and operations, including the 155 corporate owned and operated clinics in Walmart locations in Mexico, five Mexican clinics inside Walmart distribution centers servicing Walmart Associates, and one multidisciplinary Mexican clinic. The Transaction is conditional on, and it is expected that, all debt owing by the Company to Wal-Mart Canada Corp. (totaling more than Cdn$15,000,000) will be extinguished upon closing the Asset Sale (“Closing”).

In connection with the Transaction, the Company has also entered into an interim financing agreement with WELL pursuant to which WELL has made available to the Company and certain of its subsidiaries a credit facility for up to a maximum of $750,000, to be advanced prior to Closing to support the Company’s cash flow requirements and business continuity needs until Closing. Each advance under the facility is in the discretion of WELL, contingent on the approval of Wal-Mart Canada Corp., is subject to certain conditions and, on Closing, will be set-off against the purchase price payable for the JNH Canadian Business. The outstanding principal amount of each advance under this interim financing agreement shall bear interest at a rate of 12% per annum.

A closing condition of the Asset Sale is that an agreement, on terms mutually acceptable to WELL and the Company, be executed at or before Closing granting WELL a right of first offer on the shares, assets and/or business of the Company’s Mexican subsidiary (“JN Mexico”) which holds the Company’s Mexican business, such right to be exercisable within three years after Closing.

An additional closing condition of the Asset Sale is that JN Mexico and Wal-Mart Canada Corp. (or an affiliate) (“Walmart”) shall have entered into a profit share agreement, effective on Closing, pursuant to which JN Mexico will grant to Walmart in the first year after Closing a 10% interest, and thereafter a 25% interest, in any profit from JN Mexico’s business, which will be payable by JN Mexico until such time as a total of Cdn$4 million has been paid to Walmart. This profit share obligation is to be secured against JN Mexico’s assets.

Closing of the Transaction remains subject to approval by shareholders of the Company and the satisfaction of certain other conditions precedent, including the approval of the TSX Venture Exchange. The Company has called a shareholders’ meeting for November 29, 2024. Shareholders of the Company will be asked to approve the Asset Sale at that shareholders’ meeting. Directors of JNH, representing 24.36% of the outstanding common shares of the Company, have entered into customary voting support agreements and will vote their common shares in favour of the Transaction.

WELL is the largest owner-operator of outpatient medical clinics in Canada providing primary care, allied health, specialized care and diagnostic healthcare services. WELL, which also operates in the U.S., operates over 180 clinics across Canada. WELL is publicly traded on the Toronto Stock Exchange under the symbol “WELL”.

About Jack Nathan Medical Corp.

Jack Nathan Medical Corp., operating as Jack Nathan Health®, is one of Canada’s largest healthcare networks. Jack Nathan Health® is an innovative healthcare company that is improving access for millions of patients by co-locating physician and ancillary medical services conveniently inside Walmart® stores.

Jack Nathan Health® provides an exceptional level of patient care, made possible through patient-centric physicians, a variety of medical services, technology, and programs, designed to put patients first. Our mission is to provide everyone access to the finest quality retail medical centers, with both in-clinic physicians and digital telemedicine, so you and your loved ones can “Live Your Best Life”.

Jack Nathan Health® was established in 2006 and continues to expand its international footprint, delivering exceptional, state-of-the-art, turn-key medical centers in 243 locations globally, with 183 corporately owned and operated. In Canada, the Company has 80 clinics in Walmart locations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Quebec and 2 independent locations for a total of 82 clinics. There are currently 22 corporate owned and operated clinics of which 3 include Rehab services and 6 include MedSpa services. In Mexico, the Company has 155 corporate owned and operated clinics in Walmart locations, 5 clinics inside Walmart Distribution Centers servicing Walmart Associates, and 1 Multidisciplinary clinic. Jack Nathan Health, Mexico recently started operation of its first medical center in Mexico City.

For more information, visit www.jacknathanhealth.com or www.sedarplus.ca.

About WELL Health Technologies Corp.

WELL’s mission is to tech-enable healthcare providers by developing the best technologies, services, and support available, which ensures healthcare providers are empowered to positively impact patient outcomes. WELL’s comprehensive healthcare and digital platform includes extensive front and back-office management software applications that help physicians run and secure their practices. WELL’s solutions enable more than 37,000 healthcare providers between the US and Canada and power the largest owned and operated healthcare ecosystem in Canada with more than 180 clinics supporting primary care, specialized care, and diagnostic services. In the United States WELL’s solutions are focused on specialized markets such as the gastrointestinal market, women’s health, primary care, and mental health. WELL is publicly traded on the Toronto Stock Exchange under the symbol “WELL” and on the OTC Exchange under the symbol “WHTCF”. To learn more about WELL, please visit: www.well.company.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Concerning Forward-Looking Information

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe”, “estimate", "expect" and similar expressions as they relate to the Company are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Forward-looking information contained in this press release includes, without limitation, statements with respect to the closing of the Transaction and the Company’s plan to continue to own and operate its Mexican business and operations. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to it, and are subject to certain risks, uncertainties, and assumptions. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: risks associated with the requirement to obtain shareholder and TSX Venture Exchange approvals for the Transaction; risk of failing to fulfill a closing condition of the Transaction, such as the execution by JN Mexico of the profit share agreement with Walmart; changes in economic conditions or financial markets; increases in costs; litigation; legislative and other judicial, regulatory, political, and competitive developments; the economic and business impact of operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the Company 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, the Company 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241104115776/en/

Jack Nathan Medical Corp., Mike Marchelletta, Vice Chairman; phone: (416) 518-1000.

Source: Jack Nathan Medical Corp.

FAQ

What is the sale price for Jack Nathan Health's Canadian business (JNHMF)?

Jack Nathan Health's Canadian business is being sold to WELL Health Technologies for Cdn$5,000,000 in cash.

How much debt will be extinguished in the JNHMF asset sale?

Over Cdn$15,000,000 of debt owed to Wal-Mart Canada will be extinguished upon closing of the transaction.

How many clinics will JNHMF retain in Mexico after the Canadian business sale?

JNHMF will retain 161 clinics in Mexico, including 155 in Walmart locations, 5 in Walmart distribution centers, and 1 multidisciplinary clinic.

What is the profit-sharing agreement with Walmart for JNHMF's Mexican operations?

JNHMF will share 10% of Mexican profits in the first year and 25% thereafter with Walmart until Cdn$4 million is paid.