- MedBASE Software Inc. provides OSCAR(1) Electronic
Medical Record (EMR) services to 61 medical clinics in Ontario.
- With the acquisition of MedBASE's OSCAR
EMR business, WELL has increased its EMR footprint to
supporting over 1,500 primary health medical clinics across
Canada.
- MedBASE is WELL's sixth acquisition of an OSCAR EMR service provider, which further
strengthens the Company's position as both the largest provider of
OSCAR EMR services as well as
overall the third largest EMR service provider in Canada.
VANCOUVER, May 4, 2020 /CNW/ - WELL Health Technologies
Corp. (TSX: WELL) (the "Company" or
"WELL"), a company focused on consolidating and modernizing
clinical and digital assets within the primary healthcare sector,
is pleased to announce, further to its news release dated
February 12, 2020, that its
wholly-owned subsidiary WELL EMR Group Inc. has acquired all of the
issued and outstanding shares in the capital of MedBASE Software
Inc. ("MedBASE").
"We are pleased to welcome MedBASE's OSCAR EMR customers to the WELL EMR Group," said
Hamed Shahbazi, Chairman and CEO of
WELL. "MedBASE has been a trusted software service
provider to physicians in the Province of Ontario for many years with a reputation of
strong service and support".
In consideration for the acquisition of MedBASE, the Company
paid an aggregate purchase price of $650,000, consisting of: (i) a cash payment of
$325,000, subject to a working
capital adjustment and holdback pursuant to the terms of an escrow
agreement; (ii) approximately $162,500 paid by the issuance of 85,526 common
shares of the Company at a deemed price of approximately
$1.90 per share; and (iii) a
time-based earn out of $162,500 which
is payable by WELL in quarterly cash payments over a period of 3
years.
MedBASE provides OSCAR EMR
services to 61 medical clinics in Ontario. With the acquisition of
MedBASE, WELL has increased its EMR footprint to supporting over
1,500 primary health medical clinics across Canada. WELL's acquisition only includes
MedBASE's OSCAR EMR customers and
services, and not its other billing products. This
acquisition is expected to generate approximately $150,000 in annual Normalized
EBITDA(2).
All shares issued in the transaction are subject to a restricted
period of four months and one day. There were no finder's
fees paid in connection with the transaction.
- OSCAR, an acronym for "Open Source Clinical Application
Resource", is an open-source EMR system developed by McMaster University's Department of Family Medicine
to inspire collaboration between the wide spectrum of health
professionals with the goal to drive downstream benefits to patient
care.
- Normalized EBITDA is a Non-GAAP measure. Earnings before
interest, tax, depreciation and amortization ("EBITDA") should not
be construed as an alternative to net income/loss determined in
accordance with IFRS. EBITDA does not have any standardized
meanings under IFRS and therefore may not be comparable to similar
measures presented by other issuers. The Company believes that
Normalized EBITDA is a meaningful financial metric as it measures
cash generated from operations, taking into consideration
non-speculative acquisition related synergies based on trailing
and/or current revenue performance, which the Company can use to
fund working capital requirements, service future interest and
principal debt prepayments and fund future growth initiatives.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL
WELL is a unique company that operates Primary Healthcare
Facilities, is the third largest Electronic Medical Records (EMR)
supplier in Canada and is a
provider of telehealth services. WELL owns and operates 21
medical clinics, provides digital EMR software and services to over
1500 medical clinics across Canada
and is a majority owner of SleepWorks Medical. WELL's
overarching objective is to empower doctors to provide the best and
most advanced care possible while leveraging the latest trends in
digital health. WELL is publicly traded on the Toronto Stock
Exchange under the symbol "WELL-T". WELL was recognized as a
TSX Venture 50 Company in 2018, 2019 and 2020. To access the
Company's telehealth service, visit: virtualclinics.ca and for
corporate information, visit: www.WELL.company.
Forward-Looking Statements
This news release may contain "forward-looking statements"
within the meaning of applicable Canadian securities laws,
including, without limitation the expectation that the acquisition
will generate $150,000 in annual
Normalized EBITDA. Forward-looking statements are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable by management, are inherently subject to
significant business, economic and competitive uncertainties, and
contingencies. These statements generally can be identified by the
use of forward-looking words such as "may", "should", "will",
"could", "intend", "estimate", "plan", "anticipate", "expect",
"believe" or "continue", or the negative thereof or similar
variations. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause future
results, performance or achievements to be materially different
from the estimated future results, performance or achievements
expressed or implied by those forward-looking statements and the
forward-looking statements are not guarantees of future
performance. WELL's statements expressed or implied by these
forward-looking statements are subject to a number of risks,
uncertainties, and conditions, many of which are outside of WELL 's
control, and undue reliance should not be placed on such
statements. Forward-looking statements are qualified in their
entirety by the inherent risks and uncertainties, including: that
WELL's assumptions in making forward-looking statements may prove
to be incorrect; adverse market conditions; risks inherent in the
primary healthcare sector in general; COVID-19 related risks; that
future results may vary from historical results; and that market
competition may affect the outcome of integrating MedBASE's
operations with those of WELL and the business, results and
financial condition of WELL following the closing of the
transaction. Except as required by securities law, WELL does
not assume any obligation to update or revise any forward-looking
statements, whether as a result of new information, events or
otherwise.
Neither the TSX nor its Regulation Services Provider (as that
term is defined in policies of the TSX Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE WELL Health Technologies Corp.