Accelera Innovations acquires At Home Health Services & All Staffing
Furthermore, Accelera's wholly owned subsidiary At Home Health Management LLC executed an agreement to operate both entities moving forward.
At Home Health Services is engaged in the business of providing home healthcare services for mental health, seniors, children, skilled nursing, therapists, wellness education, physical assistance, and special care situations. All Staffing Services is engaged in the business of providing staffing for clerical and industrial positions.
"The acquisition of At Home Health Services and All Staffing Services will enhance our value proposition by offering our customers innovative solutions that add value, speed and quality to the home healthcare industry, allowing for significant costs savings to the healthcare system," said Geoff Thompson, Accelera's Chairman. "We have completed three acquisitions in the last two weeks and will continue to execute our growth strategy through acquisitions in Key Growth Sectors in the Health Care Merger & Acquisition Market."
Accelera plans to integrate the acquired assets into its existing platform and offer patients a way to self-monitor and track common ailments and conditions, and in turn share that data with their primary care physician to facilitate ongoing communications around condition management, both online and in-person. Both patients and physicians will access the communication and self-tracking features via a shared permission-based and opt-in environment.
Pursuant the PA, the Accelera shall pay $1,420,000, with the sum of $500,000 paid within ninety days of the Initial Closing Date, the sum of $420,000 paid within eight (8) months of the Initial Closing Date. Furthermore, Accelera shall pay a sum equal to the Net Accounts Receivable, meaning the amount applicable to the Subject LLCs as of the Initial Closing Date equal to (a) the bank account balances plus (b) accrued accounts receivable balances, plus (c) a proration through the Initial Closing Date of the prepaid expenses, bonds, and licensing fees of the Subject LLCs, plus (d) an amount equal to the security deposit on the lease for the business address minus (e) the balance of the accounts payables of the Subject LLCs as of the Initial Closing Date. For the above purposes, the terms accounts receivable and accounts payable shall be determined in accordance with standard accounting principles within twelve months of the Initial Closing Date and the sum of $500,000 paid within eighteen months of the Initial Closing Date. The Initial Closing Date was December 13, 2013, and the Final Closing Date is June 13, 2015 at Gallagher's office in Mokena IL.
"We are delighted to welcome all the Home Health Services and All Staffing Services employees into the Accelera Group and to be able to benefit from their expertise and dedication. The successful completion of our acquisition of both companies presents new opportunities for Accelera and supports our strategy for growth in the changing healthcare marketplace," said John Wallin Accelera's CEO and president. "Together, we are well positioned competitively, strategically and financially to meet the evolving needs of the people we serve."
On December 13, 2013, Accelera entered into a three-year Employment Agreement with Rose M. Gallagher as the President of Accelera's At Home Health Care business unit reporting to John Wallin, Accelera's CEO. In consideration of the services, Accelera agreed to immediately grant Ms. Gallagher 585,000 common shares at a price of $0.0001 per share, and an option to purchase 1,000,000 common shares at a price of $0.0001 per share, to be vested Two Hundred and Fifty Thousand (250,000) shares annually for 4 years, beginning March 12, 2014 with final vested shares on March 12, 2017, all the shares will be issued in accordance with the terms of the Accelera's 2011 Stock Option Plan. Furthermore, the shares are subject to a Six (6) month lock-up agreement and a Twenty Seven (27) month leak-out agreement limiting the sale of shares over the period. Additionally, Accelera agreed to compensate Ms. Gallagher $150,000 per annum, which shall be paid bi-weekly in accordance with the Company's customary payroll practices. Ms. Gallagher will begin receiving compensation at the time Accelera completes the Due Diligence, Valuation and Audited Financials of the At Home Health Care business that includes the Subject LLC's performed by an Accelera's appointed accounting firm, approximately ninety (90) days from the employment offer. The Board of Directors intends to implement a bonus structure based on goals, objectives and performance.