The completion of the transaction creates the largest single provider of workplace-based health, wellness and fitness services with more than 150 clients and more than 300 total site locations in the US and Canada. I-trax will combine the operations of PFHS into its subsidiary, CHD Meridian Healthcare.
The purchase price for the acquisition is $7.5 million, which consists of $6 million in cash; 222,684 shares of I-trax common stock (valued at $750,000, or $3.368 per share, under the terms on the acquisition agreement); and a promissory note in the principal amount of $750,000. The shares will be held in escrow and the promissory note will be paid after I-trax completes the audit of its consolidated financial statements for 2008. I-trax borrowed an additional $5,000,000 from Bank of America to fund a portion of the purchase price.
Frank Martin, chairman of I-trax, said: “Adding ProFitness Health Solutions to our portfolio enhances our uniqueness, making us a truly comprehensive provider of on-site health services.”