Salona Global Medical Device Corporation (formerly Brattle Street
Investment Corp.) (the “
Company” or
“
Salona Global”) (TSXV:SGMD) today provided an
update as to the anticipated timing of its recommencement of
trading on the TSX Venture Exchange (the
“
Exchange”). Additionally, Salona Global will post
financial statements for the period ending November 30, 2020 later
today. The Company reports a cash and marketable securities balance
of US$6,347,450, a decrease of US$178,941 from the previous quarter
as a result of costs mostly attributed to professional expenses
associated with regulatory compliance and the closing of the
previously announced acquisition (the
“
Transaction”) of South Dakota Partners, Inc.
(“
SDP”).
Update on Re-listing and Shareholder Vote
On January 20th, 2021, the Company received the
Exchange’s conditional approval for the Transaction. Accordingly,
the Company has set the date for the required shareholder vote to
March 2, 2021 (the “Meeting”) and will file its
Meeting materials, including management information circular (the
“Circular”) prepared in compliance with Exchange
Form 3B1, on or about 21 days prior to the Meeting. The Circular is
the disclosure document that outlines the details of the
Transaction, the Concurrent Financing (as such term is defined in
the December 21, 2020 press release), information about the Company
and information about SDP, and its business, including financial
statements of the Company and SDP, and pro forma financial
statements. Readers of this release are encouraged to review the
information in the Circular and vote at the Meeting. The Company is
also in the process of finalizing the submission of its S-1
Registration Statement for the United States Securities and
Exchange Commission.
Currently, the Company has several acquisition
targets in various stages of maturity and management is very
optimistic one or more of the potential deals will proceed to close
after listing.
Upon re-listing, Salona Global (investor
information at www.salonaglobal.com) will focus on completing a
number of acquisitions and plans to achieve scale through a
combination of further transactions and organic growth. It will be
operating in the US$30 billion recovery science market including
post-operative pain, wound care and other markets serving the
ageing population in developed economies. Salona Global’s emphasis
will include products and technologies that will be disruptive in
the marketplace. After an initial growth phase, SGMD has the
ultimate goal of listing on a US exchange.
Salona Global is led by US healthcare executive
Mr. Les Cross (Chairman of the Board and Interim CEO).
- Mr. Cross is the former Chairman
and CEO of DJO Global, which completed a US$200m IPO on the NYSE in
2001 and was subsequently sold to Blackstone for US$1.6 billion in
2007.
- Mr. Cross has been a leader in
healthcare acquisitions and integrations, having completed and
integrated nearly 20 acquisitions.
Ms. Jane Kiernan, a US healthcare executive, as
Vice Chairwoman of the Board.
- Ms. Kiernan is the former CEO of
Salter Labs (www.salterlabs.com), a medical device company owned by
Roundtable Healthcare Partners (a private equity fund).
- Ms. Kiernan is a former director
and Chairwoman of the Governance, Nominating and Audit Committees
of American Medical Systems, a Nasdaq company that was sold to Endo
Pharmaceuticals for US$2.9 billion.
As previously announced, Mr. Cross and Ms.
Kiernan are joined on the board by Dr. Ken Kashkin, the former
Chief Medical Officer of Ferring Pharmaceuticals, a multi-billion
dollar private healthcare company, and a former senior executive at
Abbot Laboratories, and Mr. Kyle Wilks, a US Naval Academy
graduate, a former Executive Director at a mid-market healthcare
private equity group and a former senior manager at Baxter
Healthcare. Mr. Kyle Appleby is the interim Chief Financial Officer
of the Company.
Post-Closing Growth Plan for Salona
Global
The acquisition oriented growth plan will aim to
leverage the liquid Canadian capital markets to target smaller
US-based and international private medical device companies
offering stock and cash deals to acquire, integrate and grow a
large, broad-based medical technology company.
The post-Transaction organic growth strategy is
to increase revenue and profits and therefore earnings per share
(EPS) by:
- Growing revenues through expanded
international distribution: Leveraging management’s existing and
robust sales distribution networks in Europe, Japan and Australia
to increase sales for each acquired company;
- Expanding product lines:
developing, in-licensing or acquiring new IP protected devices
synergistic with the acquisitions; and
- Increasing profits: operational
integration reducing supply chain risks and increasing cash flow
and margin.
Management notes that the financial information
in the Company’s press release dated October 28, 2020 correctly
relates to Q2. The heading to the press release and to the table at
the bottom of page 3 incorrectly referred to Q3 when it should have
referred to Q2.
The Company’s financial statements for the three
and nine months ended November 30, 2020 and November 30, 2019 and
accompanying Management’s Discussion & Analysis (MD&A),
will be available at www.sedar.com later today.
For more information please contact:
Les CrossChairman of the Board and Interim Chief
Executive OfficerTel: 1 (800) 760-6826Email:
Info@Salonaglobal.com
Additional Information
Completion of the Transaction is subject to a
number of conditions, including but not limited to, Exchange
acceptance and if applicable, disinterested shareholder approval.
Where applicable, the Transaction cannot close until the required
shareholder approval is obtained.
There can be no assurance that the Transaction
will be completed as proposed or at all. The certain financial data
contained herein is unaudited and may be subject to refinement or
modification during the audit process. Investors are cautioned
that, except as disclosed in the management information circular or
filing statement to be prepared in connection with the Transaction,
any information released or received with respect to the
Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of the Company should be
considered highly speculative.
The TSX Venture Exchange Inc. has in no way
passed upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this news release.
The securities referred to in this news release
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of,
U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements. This news release does not
constitute an offer for sale of securities for sale, nor a
solicitation for offers to buy any securities. Any public offering
of securities in the United States must be made by means of a
prospectus containing detailed information about the company and
management, as well as financial statements.
Unless otherwise specified, all dollar amounts
in this press release are expressed in Canadian dollars.
Neither Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
Although the Company believes, in light of the
experience of its officers and directors, current conditions and
expected future developments and other factors that have been
considered appropriate that the expectations reflected in this
forward-looking information are reasonable, undue reliance should
not be placed on them because the Company can give no assurance
that they will prove to be correct. When used in this press
release, the words “estimate”, “project”, “belief”, “anticipate”,
“intend”, “expect”, “plan”, “predict”, “may” or “should” and the
negative of these words or such variations thereon or comparable
terminology are intended to identify forward-looking statements and
information. The forward-looking statements and information in this
press release include: information relating to the business plans
of the Company; closing of the Transaction (including receipt of
final Exchange approval), and timing thereof; timing of the
Meeting; the business to be conducted by the Company upon
completion of the Transaction; the Company being optimistic one or
more of the potential deals will proceed to close after listing;
the Company’s intention to list on the US exchange; and the
Company’s post-acquisition organic growth plan and strategy,
including to increase revenue and profits and therefore earnings
per share (EPS) and the manner in which the Company proposes to
accomplish it. Such statements and information reflect the current
view of the Company. Risks and uncertainties may cause actual
results to differ materially from those contemplated in those
forward-looking statements and information. By their nature,
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results,
performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following
risks: (i) there is no assurance that the Company will obtain all
requisite approvals for the Transaction, including the approval of
shareholders and the Exchange for the Transaction (which may be
conditional upon amendments to the terms of the Transaction); (ii)
following completion of the Transaction, the Company may require
additional financing from time to time in order to continue its
operations and financing may not be available when needed or on
terms and conditions acceptable to the Company; (iii) new laws or
regulations could adversely affect the Company’s business and
results of operations; and (iv) the stock markets have experienced
volatility that often has been unrelated to the performance of
companies. These fluctuations may adversely affect the price of the
Company’s securities, regardless of its operating performance.
There are a number of important factors that could cause the
Company’s actual results to differ materially from those indicated
or implied by forward-looking statements and information. Such
factors include, among others: currency fluctuations; disruptions
or changes in the credit or security markets; results of operation
activities and development of projects; project cost overruns or
unanticipated costs and expenses, and general market and industry
conditions and risks related to COVID-19 including various
recommendations, orders and measures of governmental authorities to
try to limit the pandemic, including travel restrictions, border
closures, non-essential business closures, quarantines,
self-isolations, shelters-in-place and social distancing,
disruptions to markets, economic activity, financing, supply chains
and sales channels, and a deterioration of general economic
conditions including a possible national or global recession. The
Company undertakes no obligation to comment on analyses,
expectations or statements made by third parties in respect of the
Company, its securities, or its financial or operating results (as
applicable). The Company cautions that the foregoing list of
material factors is not exhaustive. When relying on the Company’s
forward-looking statements and information to make decisions,
investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. The Company
has assumed that the material factors referred to in the previous
paragraph will not cause such forward-looking statements and
information to differ materially from actual results or events.
However, the list of these factors is not exhaustive and is subject
to change and there can be no assurance that such assumptions will
reflect the actual outcome of such items or factors. The
forward-looking information contained in this press release
represents the expectations of the Company as of the date of this
press release and, accordingly, is subject to change after such
date. Readers should not place undue importance on forward-looking
information and should not rely upon this information as of any
other date. The Company does not undertake to update this
information at any particular time except as required in accordance
with applicable laws.
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