Lincor Solutions And Hills Health Solutions Of Australia Announce Plans To Merge

NASHVILLE, Tenn. and SYDNEY, Sept. 13, 2016 /PRNewswire/ --

HIGHLIGHTS

• Lincor Solutions announces a proposed merger with Hills Limited's Hills Health Solutions ("HHS") business to form Lincor Limited, a newly incorporated company, which will be demerged from Hills on completion of the transaction and listed on the Australian Securities Exchange (ASX)
• Lincor Limited will be a leading global provider of patient engagement technology solutions with strong recurring revenues and a growing Software as a Service (SaaS) platform.
• Lincor Solutions' and Hills' shareholders will each hold approximately half of Lincor Limited's shares prior to new capital being raised to provide financial flexibility, repay debt, pay transaction costs and accelerate global growth
• Lincor Limited will be debt-free on listing
• Hills Limited's shareholding in Lincor will be demerged to Hills' shareholders on a pro rata basis as part of the transaction

Lincor Solutions and Hills Limited (ASX: "HIL") today announced that they have entered into a conditional merger agreement to combine the Hills Health Solution business with international healthcare technology leader Lincor Solutions to create a new ASX listed company, Lincor Limited. 

Lincor Solutions has installed technology in approximately 150 health care facilities across the globe, including key reference sites in the United States such as:

• Cancer Treatment Centers of America;
• Northeast Methodist Hospital;
• HCA Wesley Medical Center; and
• CHS Lancaster Regional Medical Center. 

Lincor Solutions and HHS have a strong existing commercial relationship. HHS has distributed Lincor Solutions' patient engagement technology platform, together with HHS's leading nurse call solutions, since 2014 and supported the key strategic shift towards delivering these platforms and solutions under a Software as a Service (SaaS) model. Lincor Solutions and HHS have together or individually won significant recent contracts for major Australian hospitals including:

• the new Royal Adelaide Hospital (nRAH) - the largest and most technologically advanced hospital development in the Southern Hemisphere;
• Blacktown Hospital's new CSB wing; and
• the new Sydney Northern Beaches Hospital.

In addition, HHS' offerings have been implemented in over 350 hospitals and over 550 aged care facilities.

If the transaction proceeds, Lincor Limited will have a global presence directly and through its distributors in 22 countries with offices in the US, Australia and Europe.  Lincor Limited will have a significant revenue base with a high proportion of recurring revenue reflecting its Software as a Service ("SaaS") platform and managed service offering.

Management of Lincor Limited will be drawn from the management teams of both Lincor Solutions and Hills Limited.  The Chief Executive Officer of Lincor Limited will be Chris Cashwell (the current CEO of Lincor Solutions) and the Chief Financial Officer of Lincor Limited will be Gareth Turner (the current CFO of Hills Limited).

Lincor Limited will have a board of five directors including Ms. Jennifer Hill-Ling, the current Chair of Hills Limited, and Mr. Gregg Michaelson, the current Chair of Lincor Solutions. Details of the three other independent directors, including a new independent Chair, will be advised in due course once they have been appointed.

Hills Limited Chairwoman Ms. Jennifer Hill-Ling said, "While our expanding healthcare solutions operations have the potential to become a key profit driver within Hills in coming years, the opportunities for the healthcare business and its growth potential are much greater as part of Lincor Limited on a global basis.  This proposed merger reflects our determination to create significant value for shareholders."

Mr. Chris Cashwell, Chief Executive Officer of Lincor Solutions, commenting on the proposed transaction, said, "Lincor Solutions is a global market leader in the provision of patient engagement solutions. This transaction secures our position in a key market and provides leading nurse call and communications technology to complement our patient engagement platform. It also creates a significantly larger recurring revenue base reflecting the combined business' Software as a Service platform and managed service offering. "

Cashwell added, "The new growth capital to be raised will also allow Lincor Limited to accelerate its growth in the emerging global healthcare sector for patient engagement. I am truly excited by the prospect of leading Lincor Limited and the future of this Company's impact on improving healthcare."

ADVISORS

A strong team of advisors has been engaged to assist with the various dimensions of the proposed transaction. Hills Limited is being advised by King & Wood Mallesons and TMT Partners. Lincor Solutions is being advised by DLA Piper Australia and Healthcare Growth Partners, Illinois. Lincor Limited (and its prospective board) is being advised by Watson Mangioni Lawyers and PricewaterhouseCoopers. The Lead Manager appointed to handle the initial public offering (IPO) is Shaw and Partners.

CONDITIONS TO THE PROPOSED MERGER

The merger is subject to and conditional upon the satisfaction (or waiver) of a number of conditions, including but not limited to:

• the approval of the transaction by Hills Limited shareholders;
• the receipt of a satisfactory ruling from the Commissioner of Taxation regarding the availability of demerger relief for Hills Limited and Hills Limited shareholders;
• third party financier consent to the transaction;
• the successful settlement of the allocation of Lincor Limited shares to be issued under the ASX listing rules on the settlement date; and
• other customary completion conditions.

SOURCE Lincor Solutions