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Brattle Street Announces Name Change to Salona Global Medical Device Corporation; Completes Share Consolidation; Closes Oversubscribed Concurrent Financing for Transformative Deal

Brattle Street Investment Corp
·13 min read

SAN DIEGO, Dec. 21, 2020 (GLOBE NEWSWIRE) -- Salona Global Medical Device Corporation (formerly Brattle Street Investment Corp.) (the “Company” or “Salona Global”)) (TSXV:SGMD) is pleased to announce it has changed its name to “Salona Global Medical Device Corporation” and its stock ticker symbol has been changed from “BRTL” to “SGMD”. In connection with its previously announced acquisition and a change of business (the “Transaction”), Salona Global has also completed the Consolidation (defined below). As part of the re-listing plan, Salona Global is pleased to announce it has closed its previously announced concurrent‎ financing, for $5,550,258, representing an oversubscription of $568,981, details of which are below.

Upon re-listing, currently subject to TSX Venture Exchange (the “Exchange”) and shareholder approval and the US Securities and Exchange Commission‎ declaring a Form S-1 ‎Registration Statement of the Company effective, Salona Global (investor information at www.salonaglobal.com) will be an acquisition oriented, US-based medical device company with the ultimate goal to list on a US stock exchange, as it plans to achieve scale through both further acquisitions and organic growth. Upon closing of the Transaction, Salona Global 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 for those over 65.

Salona Global is led by the new Chairman of the Board and Interim CEO, US healthcare executive Mr. Les Cross.

  • 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, is the 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.)

  • She 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. The management team is expected to continue to serve after completion of the Transaction.

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 device company.

The post-Transaction organic growth strategy is to increase revenue and profits and therefore earnings per share (EPS) by:

  • Increasing revenues through international distribution: Leveraging management’s existing and robust sales distribution networks in Europe, Japan and Australia to increase sales for each acquired company;

  • Increasing 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.

“We had strong demand in our financing. We were not able to accept every indication of interest, but I am pleased that we were oversubscribed.,” said Mr. Les Cross, Chairman of the Board. “We await our SEC clearance and Exchange and shareholder approval for re-listing. We continue to make progress on several acquisition targets and I am optimistic we will have strong revenue figures for our re-listing in 2021.”

Consolidation

The Company consolidated its issued and outstanding common shares on the basis of 7.37 post-consolidation common shares for 10 pre-consolidation common shares (the “Consolidation”). Prior to the Consolidation there were 45,879,655 common shares of the Company issued and outstanding. There are now 33,813,308 post-Consolidation common shares of the Company issued and outstanding on a non-diluted basis.

Concurrent Financing

The Company, and its wholly owned British Columbia ‎incorporated subsidiary (“Finco”),‎ completed the previously announced private placement of subscription receipts (together, the “Offering”). The net proceeds of the Offering will be used to increase cash to better enable Salona Global to execute its plan to acquire medical device companies in the US and expand their product reach globally, as well as for general working capital.

The Company issued 7,869,005 subscription receipts at a post-Consolidation price of approximately $0.4749 per subscription receipt, for gross proceeds of $3,736,982‎, and Finco issued 2,121,232 subscription receipts at a post-Consolidation price of approximately $0.8548 per subscription receipt, for gross proceeds of $1,813,276.

In connection with the Offering, registered dealers were paid $138,756, representing 50% of the total payable cash finder’s fee, the remainder of which will be paid upon ‎satisfaction of the release conditions. In addition, upon ‎satisfaction of the release conditions, registered dealers will be issued non-transferable ‎compensation options to purchase 983,625 common shares of the Company at a post-Consolidation price of approximately $0.4749 per share for a period of 24 months from the closing of the Offering, and non-transferable ‎compensation options to purchase 265,154 common shares of Finco at a post-Consolidation price of approximately $0.8548 per share for a period of 24 months from the closing of the Offering.

Insider Participation in Financing

The Company is also pleased to announce insider participation in the Offering, namely, Les Cross for $127,050 ($93,419 of subscription receipts of the Company and $33,631 of subscription receipts of Finco), Jane Kiernan for $61,850 ($45,478 of subscription receipts of the Company and $16,372 of subscription receipts of Finco) and Dr. Ken Kashkin for $25,550 ($18,787 of subscription receipts of the Company and $6,763 of subscription receipts of Finco). Accordingly their subscriptions are each a “related party transaction” as ‎defined under Multilateral Instrument 61-101 (“MI 61-101”). The subscriptions are exempt from the formal ‎valuation approval requirements of MI 61-101 ‎since none of the securities of the Company are listed on a ‎prescribed stock exchange. The subscriptions are exempt from the minority shareholder approval requirements of ‎MI 61-101 since, at the time the ‎transaction was agreed to, neither the fair market value of the transaction, nor the ‎fair market value of ‎the consideration for the transaction, insofar as it involves interested parties, exceeded 25% of ‎the ‎Company’s market capitalization.‎

Participation in Financing by CEO of First Acquisition Target

As previously announced, Salona Global’s first acquisition target, South Dakota Partners, Inc. (“SDP”) has agreed to take 100% of consideration in the form of stock, subject to necessary approvals. No individual will receive more equity consideration from the SDP acquisition closing than Luke Faulstick, SDP’s CEO. In addition to the shares he will receive by closing the all-stock transaction, Mr. Faulstick decided to make an additional cash investment to acquire Salona Global shares. He participated in the Offering by subscribing for $187,117 ($137,586 of subscription receipts of the Company and $49,531 of subscription receipts of Finco).

‎The subscription receipts issued by the Company are issued as ‎‎“restricted ‎securities” (as defined in Rule 144 under the U.S. Securities ‎Act). All securities issued by the Company under the ‎Offering are subject to a four month hold period and the securities issued by the Company are expected to be subject to seed share ‎resale restrictions of the Exchange equal to ‎‎20% of the shares initially free trading upon closing ‎of the ‎Transaction and an additional 20% becoming ‎unrestricted each month thereafter.‎ As a private company, the securities issued by Finco are subject to an indefinite four month hold ‎‎period however the Transaction will be structured so that securities issuable by the Company to the ‎‎holders of Finco securities will be freely tradeable upon closing of the Transaction.‎

For more information please contact:

Les Cross
Chairman of the Board and Interim Chief Executive Officer
Tel: 1 (800) 760-6826
Email: 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 Exchange approval, and the closing of the Transaction and timing thereof); the business to be conducted by the Company upon completion of the Transaction; resale restrictions to be imposed on securities issued in the Offering and the use of proceeds therefrom; the Company’s intention to list on the US capital markets after building revenues through acquisitions and organic growth; 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; and the Company being optimistic it will have strong revenue figures at the time of its re-listing. 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 the Exchange for the Transaction (which may be conditional upon amendments to the terms of the Transaction); (ii) Exchange final approval for the financing; (iii) 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; (iv) new laws or regulations could adversely affect the Company’s business and results ‎of operations; and (v) 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.