Centric Health enters agreement to acquire majority stake in Performance Medical Group

Centric Health Corporation ("Centric Health" or "the Company") (TSX: CHH), Canada's leading diversified healthcare company, today announced that it has entered into an agreement to acquire 75% of the issued and outstanding securities of Performance Orthotics Inc., Footcare Dispensary Inc., and Foot Stress Inc. (collectively "Performance Medical Group").  The Performance Medical Group operates clinics in over 50 locations, largely in Ontario, offering state-of-the-art custom orthotics, custom bracing, laser and shockwave therapy.

As stated in the May 6, 2011 press release announcing the agreement to acquire LifeMark Health, LifeMark had a number of acquisitions in progress, which included Performance Medical Group. This acquisition provides Centric Health with the ability to offer orthotic and bracing services across the Company including the surgical, eldercare and home care, and physiotherapy divisions. In addition, Performance Medical Group has strong relationships with physician groups that can now access the Centric Health continuum of care.

The total consideration to be paid on closing comprises $3 million in cash and the issuance of up to 3 million Centric Health common shares at an issue price of $2.33 per share (the "Performance Shares"), released in equal annual tranches, subject to the entire business (100% of Performance Medical Group) achieving certain Warranted EBITDA targets for the two years ending August 31, 2013. The transaction equates to a 5-6x EBITDA multiple based upon the latest financial information for the Performance Medical Group. The Company will also issue warrants to the vendors to purchase up to 2 million Centric Health common shares, subject to outperformance of the total EBITDA target. Each warrant will entitle the holder to purchase one Centric Health common share at an exercise price equal to the five-day volume weighted average share price of Centric Health common shares on the TSX immediately prior to the closing date ("the Exercise Price"). The Warrants will have a two year term from the date on which they vest and become exercisable. The Performance Shares and warrants will be issued and delivered to, and held by, an independent escrow agent upon successful closing of the transaction, and will be released to the vendors in tranches upon the achievement or outperformance of the EBITDA targets described above. The group will have no debt.

The Performance Medical Group transactions are subject to further satisfactory due diligence, definitive documentation, financing and regulatory approvals and customary closing conditions. Until all the closing conditions are satisfied or waived, there can be no assurances that these transactions will be completed. If all closing conditions are satisfied, closing is expected to occur on or before September 30, 2011.

"The acquisition provides Centric Health with a significant opportunity to expand and implement Performance Medical Group's products and services throughout the group," said Daniel Carriere, Chief Executive Officer of Centric Health. "Dr. Copeland is one of the leading podiatrists in Canada, and we look forward to working with him and his team."

"Performance Medical Group presents a natural addition to our physiotherapy clinics," said Craig Gattinger, Chief Executive Officer of LifeMark Health, part of Centric Health.  "We expect that the ability of Performance Medical Group to both custom fit and custom manufacture orthotic products for our patients will provide for the best available treatment options."

"This is an exciting time to join Centric Health and I look forward to doubling the number of locations and expanding into other Provinces," said Dr. Glenn Copeland, founder and owner of Performance Medical Group. "We share the same core values of integrity, investing in innovation, and working in partnership with physicians to provide outstanding patient care."