VANCOUVER, BC, Nov. 19, 2020 /CNW/ - CRH Medical
Corporation (the "Company") (TSX: CRH) (NYSE American:
CRHM), announces that it has received approval from the Toronto
Stock Exchange ("TSX") of its Notice of Intention to renew
its existing Normal Course Issuer Bid (the "Bid").
Pursuant to the Bid, the Company may purchase for cancellation
up to 6,999,137 of its common shares ("Common Shares"), or
approximately 9.8% of the Common Shares outstanding as of the date
of this announcement (representing 10% of the public float). As of
November 12, 2020, there were
71,413,084 Common Shares of the Company issued and outstanding, and
the public float consisted of 69,991,371 Common Shares.
The Bid is being adopted in addition to, and not as a substitute
for, other investments in growth opportunities historically
undertaken and contemplated by the Company. The Bid will be funded
through the Company's internally generated cash flow from
operations.
The purchases will be made by the Company through the facilities
of the TSX and/or alternative Canadian trading platforms and in
accordance with the rules of the TSX and Rule 10b-18 ("Rule 10b-18") under the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
and the price which the Company will pay for any such Common Shares
will be the market price at the time of acquisition. The Company
will make no purchases of Common Shares other than open market
purchases or other means approved by the TSX. Other than block
purchases allowable under the TSX rules, purchases will be subject
to a daily restriction of 39,673 Common Shares, being 25% of the
average daily trading volume for the preceding six months. In
addition, purchases of Common Shares through the facilities of the
NYSE American stock exchange ("NYSE American") will be made
in compliance with Rule 10b-18, which
contains similar restrictions on the number of shares that may be
repurchased based on the average daily trading volumes of the
Common Shares on NYSE American, subject to certain exceptions for
block purchases.
The actual number of Common Shares of the Company that are
purchased for cancellation under the Bid, if any, and the timing of
such purchases will be determined by the Company. The Board of
Directors of the Company believes that the proposed purchases are
in the best interests of the Company and are a desirable use of
corporate funds.
The Company has renewed its automatic purchase plan (the
"Plan") under which its broker may purchase Common Shares
according to a prearranged set of criteria. The Plan will enable
the purchase of Common Shares at any time, including when the
Company would not ordinarily be active in the market because of
internal trading blackout periods, insider trading rules or
otherwise. The purchases under the Plan will be made in accordance
with Rule 10b5-1 under the Exchange Act ("Rule 10b5-1"). The
Plan will terminate on the earliest of: the date on which the
purchase limits specified in the Plan have been attained, the date
on which the Bid terminates or the date on which the Plan is
terminated by a party in accordance with its terms. To the
knowledge of the Company, no director, senior officer or other
insider of the Company currently intends to sell any Common Shares
under the Bid. However, sales by such persons through the
facilities of the TSX or NYSE American may occur if the personal
circumstances of any such person change or any such person makes a
decision unrelated to these purchases under the Bid. The benefits
to any such person whose shares are purchased would be the same as
the benefits available to all other holders whose shares are
purchased.
The Bid will commence on November 24,
2020, with first purchases under the Plan beginning
December 7, 2020, and will terminate
on the earlier of: (i) November 23,
2021, (ii) the date the Company completes its purchases
pursuant to the notice of intention filed with the TSX, or (iii)
the date of notice by the Company of termination of the Bid.
For its current normal course issuer bid that expired on
November 10, 2020, the Company
previously sought and received approval from the TSX to purchase up
to a maximum of 6,974,495 Common Shares. Through facilities of the
TSX and the NYSE American, as of October 30,
2020 the Company re-purchased and cancelled 413,700 of its
Common Shares for a total cost of $1,235,881. The volume weighted average purchase
price paid for the shares was approximately $2.99.
About CRH Medical Corporation:
CRH Medical Corporation is a North American company focused on
providing gastroenterologists throughout the United States with innovative services and
products for the treatment of gastrointestinal diseases. In 2014,
CRH became a full-service gastroenterology anesthesia company that
provides anesthesia services for patients undergoing endoscopic
procedures in ambulatory surgical centers. To date, CRH has
completed 30 anesthesia acquisitions, and now serves 65 ambulatory
surgical centers in 13 states. In addition, CRH owns the CRH
O'Regan System, a single-use, disposable, hemorrhoid banding
technology that is safe and highly effective in treating all grades
of hemorrhoids. CRH distributes the O'Regan System, treatment
protocols, operational and marketing expertise as a complete,
turnkey package directly to gastroenterology practices, creating
meaningful relationships with the gastroenterologists it serves.
CRH's O'Regan System is currently used in all 48 lower US
states.
Forward-Looking Statements:
Information included or incorporated by reference in this
document may contain forward-looking statements. This information
may involve known and unknown risks, uncertainties, and other
factors which may cause our actual results, performance, or
achievements to be materially different from the future results,
performance, or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which
involve assumptions and describe our future plans, strategies, and
expectations, are generally identifiable by use of the words "may,"
"will," "intend", "expect," "anticipate," "estimate," "arrange" or
"believe," or the negative of these words or other variations on
these words or comparable terminology. Certain risks underlying our
assumptions are highlighted below; if risks materialize, or if
assumptions prove otherwise to be untrue, our results will differ
from those suggested by our forward-looking statements and our
results and operations may be negatively affected. Forward-looking
statements in this document include statements regarding the number
of shares that may be purchased under the Bid, the price of such
purchases, the facilities through which purchases may be made,
compliance with Rule 10b-18 and Rule
10b5-1 for purchases in the United States, the commencement
date of the Bid and first purchases under the Plan and the current
intentions of the directors, senior officers or other insiders of
the Company not to sell any Common Shares under the Bid. Actual
events or results may differ materially from those discussed in
forward-looking statements. There can be no assurance that the
forward-looking statements currently contained in this report will
in fact occur. Certain assumptions made in preparing the
forward-looking statements, if untrue, could cause the Company's
actual results, performance or achievements to differ materially
from those expressed or implied by the forward-looking statements,
including, without limitation, the absence of material adverse
changes in our industry or the global economy; trends in our
industry and markets; our ability to maintain good business
relationships with our anesthesiologists, other independent
contractors or any business partners; our ability to comply with
current and future regulatory standards; our ability to protect our
intellectual property rights; our continued compliance with
third-party intellectual property rights; our ability to identify,
manage and integrate acquisitions; our ability to recruit and
retain key personnel; and our ability to raise sufficient debt or
equity financing to support our continued growth. The Company bases
its forward-looking statements on information currently available
to it, and disclaims any intent or obligations to update or revise
publicly any forward-looking statements whether as a result of new
information, estimates or options, future events or results or
otherwise, unless required to do so by law.
Forward-looking information reflects current expectations of
management regarding future events and operating performance as of
the date of this document. Such information involves significant
risks and uncertainties, should not be read as guarantees of future
performance or results, and will not necessarily be accurate
indications of whether or not such results will be achieved. A
number of factors could cause actual results to differ materially
from the results discussed in forward-looking statements,
including, without limitation: our ability to predict developments
in the COVID-19 pandemic and its impact to our operations; changes
to payment rates or methods of third-party payors, including
United States government
healthcare programs, changes to the
United States laws and regulations that regulate payments
for medical services, the failure of payment rates to increase as
our costs increase, or changes to our payor mix, could adversely
affect our operating margins and revenues; we are subject to
decreases in our revenue and profit margin under our fee for
service contracts and arrangements, where we bear the risk of
changes in volume, payor mix, radiology, anesthesiology, and
pathology benefits, and third-party reimbursement rates; we may or
may not successfully identify and complete corporate transactions
on favorable terms or achieve anticipated synergies relating to any
acquisitions or alliances, and such acquisitions could result in
unforeseen operating difficulties and expenditures, or require
significant management resources and significant charges; our
senior management has been key to our growth, and we may be
adversely affected if we lose any member of our senior management;
Ambulatory Surgical Centers ("ASCs") or other customers may
terminate or choose not to renew their agreements with us; if we
are unable to maintain or increase anesthesia procedure volumes at
our existing ASCs, the operating margins and profitability of our
anesthesia segment could be adversely affected; we may not be able
to successfully recruit and retain qualified anesthesia service
providers or other independent contractors; we may be unable to
enforce the non-competition and other restrictive covenants in our
agreements; we operate in an industry that is subject to extensive
federal, state, and local regulation, and changes in law and
regulatory interpretations; changes in the medical industry and the
economy may affect the Company's business; our failure to comply
with U.S. federal and state fraud and abuse laws, including
anti-kickback laws and other U.S. federal and state anti-referral
laws, could have a material, adverse impact on our business; a
significant number of our affiliated physicians could leave our
affiliated ASCs; our industry is already competitive and could
become more competitive; unfavorable economic conditions could have
an adverse effect on our business; the Company may not be
successful in marketing its products and services; failure to
manage third-party service providers may adversely affect our
ability to maintain the quality of service that we provide;
congress or states may enact laws restricting the amount
out-of-network providers of services can charge and recover for
such services; adverse events related to our product or our
services may subject us to risks associated with product liability,
medical malpractice or other legal claims, insurance claims,
product recalls and other liabilities, which may adversely affect
our operations; our dependence on suppliers could have a material
adverse effect on our business, financial condition and results of
operations; we may need to raise additional capital to fund future
operations; we are subject to various restrictive covenants and
events of default under the Credit Facilities; the Affordable Care
Act ("ACA") and potential changes to it may have a significant
effect on our business; the Medicare Access and CHIP
Reauthorization Act of 2015 ("MACRA") and potential changes to it
may have a significant effect on our business; government
authorities or other parties may assert that our business practices
violate antitrust laws; if regulations or regulatory
interpretations change, we may be obligated to re-negotiate
agreements of our anesthetists, anesthesiologists or other
contractors; despite current indebtedness levels, we may still be
able to incur substantially more debt, which could further
exacerbate the risks associated with increased leverage; failure to
timely or accurately bill for services could have a negative impact
on our net revenue, bad debt expense and cash flow; if we or some
of our suppliers fail to comply with the FDA's Quality System
Regulation and other applicable requirements, our manufacturing or
processing operations could be disrupted, our sales and
profitability could suffer, and we may become subject to a wide
variety of FDA enforcement actions; if we fail to maintain an
effective system of internal control over financial reporting, we
may not be able to accurately report our financial results or
prevent fraud and as a result, shareholders could lose confidence
in our financial and other public reporting, which would harm our
business and the trading price of our common shares; our industry
is the subject of numerous governmental investigations into
marketing and other business practices which could result in the
commencement of civil and/or criminal proceedings, substantial
fines, penalties, and/or administrative remedies, divert the
attention of our management, and have an adverse effect on our
financial condition and results of operations; we may write-off
intangible assets; if we are unable to manage growth, we may be
unable to achieve our expansion strategy; the continuing
development of our products and provision of our services depends
upon us maintaining strong relationships with physicians;
significant shareholders of the Company could influence our
business operations, and sales of our shares by such significant
shareholders could influence our share price; we have a legal
responsibility to the minority owners of the entities through which
we own our anesthesia services business, which may conflict with
our interests and prevent us from acting solely in our own best
interests; our common shares may be subject to significant price
and volume fluctuations; unfavorable changes or conditions could
occur in the states where our operations are concentrated: we may
be subject to a variety of regulatory investigations, claims,
lawsuits, and other proceedings; our anesthesia employee and
third-party contractors may not appropriately record or document
services that they provide; if we are unable to adequately protect
or enforce our intellectual property, our competitive position
could be impaired; if there is a change in federal or state laws,
rules, regulations, or in interpretations of such federal or state
laws, rules or regulations, we may be required to redeem our
physician partners' ownership interests in anesthesia companies
under the savings clause in our joint venture operating agreements;
our employees and business partners may not appropriately secure
and protect confidential information in their possession; failure
to protect our information technology infrastructure against
cyber-based attacks, network security breaches, service
interruptions or data corruption could significantly disrupt our
operations and adversely affect our business and operating results;
if securities or industry analysts do not publish research, or
publish inaccurate or unfavorable research, about our business, our
share price and trading volume could decline; we may be subject to
criminal or civil sanctions if we fail to comply with privacy
regulations regarding the protection, use and disclosure of patient
information; evolving regulation of corporate governance and public
disclosure may result in additional expenses and continuing
uncertainty; anti-takeover provisions could discourage a third
party from making a takeover offer that could be beneficial to our
shareholders; we are an "emerging growth company" and a "smaller
reporting company," and any decision on our part to comply only
with certain reduced reporting and disclosure requirements
applicable to such companies could make our common shares less
attractive to investors; we do not intend to pay dividends on our
common shares, and, consequently, your ability to achieve a return
on your investment will depend on appreciation, if any, in the
price of our common shares; tax reform could have a material
adverse effect on us; income tax audits and changes in our
effective income tax rate could affect our results of operations;
the patent protection for our products may expire before we are
able to maximize their commercial value, which may subject us to
increased competition and reduce or eliminate our opportunity to
generate revenues; and we may face exposure to adverse movements in
foreign currency exchange rates.
For a complete discussion of the Company's business including
the assumptions and risks set out above, see the Company's Form
10-K Annual Report which is available on EDGAR at
www.sec.gov/edgar.shtml or on the Company's website at
www.crhmedcorp.com.
View original
content:http://www.prnewswire.com/news-releases/crh-medical-receives-tsx-approval-for-renewal-of-normal-course-issuer-bid-301176661.html
SOURCE CRH Medical Corporation