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Nobilis to Acquire Arizona Vascular Clinics

HOUSTON, TX--(Marketwired - Aug 1, 2016) - Nobilis Health Corp. ( NYSE MKT : HLTH ) ( TSX : NHC ) ("Nobilis" or the "Company") announced today that it has entered into a definitive agreement to acquire Arizona Vein & Vascular Center ("AVVC") and its four affiliated surgery centers operating as "The Arizona Center for Minimally Invasive Surgery" ("ACMIS"). AVVC and ACMIS are leading clinical and surgical providers for vascular, radiology, podiatry, and general surgery, with five locations in the Phoenix and Tucson metropolitan areas.

The acquisition expands Nobilis's presence in two high-growth geographic markets and increases its multi-specialty offering with a new vascular surgical division. Dr. L. Philipp Wall, an award-winning, board-certified vascular surgeon, founded AVVC and ACMIS. Dr. Wall will join Nobilis as President of the newly created Nobilis Vascular Division. This new division will allow Nobilis to expand the vascular brand into existing and new markets.

Key Highlights of the Transaction

  • The purchase price is $22.0 million plus a performance-based earn-out based on growth in Adjusted EBITDA. The purchase price is comprised of $17.5 million of cash, $2.25 million in the form of a convertible note, and $2.25 million of restricted stock. 
  • AVVC and ACMIS produced approximately $20.0 million in revenue and $6.0 million in Adjusted EBITDA in 2015.
  • Nobilis will expand AVVC and ACMIS service lines to Nobilis facilities in the Houston and Dallas markets following closing. 
  • The transaction is expected to be accretive to 2016 earnings per share. 
  • This transaction adds five locations (five clinics and four surgery centers) in the Phoenix and Tucson, Arizona metropolitan areas and launches a new vascular brand that the Company plans to offer to other Nobilis markets.
  • The Company expects to drive additional volume into these clinics and multi-specialty surgical centers utilizing its proprietary marketing and sales capabilities.

"By adding Dr. Wall, his centers, and his dedicated staff to the Nobilis team, we now have a platform upon which Nobilis can build a national presence in the treatment of vascular diseases. These centers offer the highest quality of care for our patients who are suffering from vascular diseases, which are among the most common medical conditions affecting older Americans," explained Harry Fleming, CEO of Nobilis. "We're proud to add to our network this talented group of physicians led by Dr. Wall and the world class facilities where they work. This acquisition reflects our disciplined strategy to pursue acquisitions that leverage our marketing capabilities, expand our footprint in growing markets, and meet our stringent requirements for the type of high quality patient care that we believe drives sustained growth and value creation. In addition, the acquisition adds a new brand to our offering of branded surgical procedures, which we expect to offer in other Nobilis locations, specifically those in Dallas and Houston. We are also very excited to have Dr. Wall join our management team and look forward to continuing to build upon Arizona Vein & Vascular Center's success to date," said Mr. Fleming.

"We are very excited to join the Nobilis Health team," said Dr. Wall. "We look forward to expanding our existing business and for the opportunity to offer our suite of vascular services to Nobilis markets."

Nobilis is currently negotiating several other acquisitions that would add additional markets to further expand the vascular brand along with other brands in the Nobilis portfolio.

About Nobilis Health Corp.

Nobilis (www.NobilisHealth.com) is a full-service healthcare development and management company which currently owns or manages four surgical hospitals and five ASCs, partners with thirty-three additional facilities throughout the country, and markets six independent brands. Deploying a unique patient acquisition strategy driven by direct-to-consumer marketing, Nobilis is focused on a specified set of procedures that are performed at our centers by local physicians.

Cautionary Statement Regarding Forward-Looking Information

This news release contains forward-looking statements (within the meaning of applicable securities laws) and financial outlooks relating to the business of the Company and the environment in which it operates. Forward-looking statements are identified by words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may," and other similar expressions. Some of the forward-looking statements relate to management changes. This risk, and other risks and uncertainties, may cause results to differ materially from those set forth in the forward-looking statements. Additional risks and uncertainties are further discussed in the Company's regulatory filings available on the Company's web site at www.NobilisHealth.com www.Sedar.com and www.sec.gov in the risk factors described in the Company's Form 10-K for the fiscal year ended December 31, 2015, filed on March 15, 2016. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Other than as required by law, the Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances.