- Indivica provides fully hosted Electronic Medical Records
("EMR") software and services to 390 clinics serving over 2,000
physicians and medical practitioners in Ontario
- With the proposed acquisition of Indivica, WELL expects to
expand its EMR services footprint to approximately 1,900 primary
health medical clinics and 10,000 physicians across Canada.
- Indivica has a talented in-house development team that has
built extensive intellectual property around making
OSCAR(1) EMR systems more secure and capable in a fully
hosted environment
- Upon closing, Indivica will be WELL's seventh EMR acquisition,
further strengthening the Company's footprint as the third largest
EMR service provider in Canada.
VANCOUVER, May 20, 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 healthcare sector, is
pleased to announce the Company has entered into an arm's
length share purchase agreement dated May
19, 2020, with the shareholders of Indivica Inc.
("Indivica"), whereby the Company has agreed to
acquire all of the issued and outstanding shares of Indivica (the
"Transaction").
"We are very pleased to enter into an agreement to acquire
Indivica. Indivica is a proven and well-respected OntarioMD
certified EMR vendor with a deep and trusted history of serving
Ontario clinics and doctors since
2008," said Hamed Shahbazi, Chairman
and CEO of WELL. "While the user experience that underpins
Indivica's product is based on OSCAR, 100% of Indivica's user base
is cloud hosted and leverages extensive IP that secures and
protects patient data."
The total consideration payable by the Company in connection
with its acquisition of Indivica is approximately $6,200,000, subject to certain adjustments, and
consisting of the following: (i)$3,410,000 paid in cash upon closing of the
Transaction; (ii) $1,550,000 paid in
common shares in the capital of the Company at a price of
approximately $3.10 per share, being
equal to the five day volume-weighted average trading price of the
Company's common shares, subject to the policies of the Toronto
Stock Exchange (the "TSX"); and (iii) a time-based cash earn-out of
$1,240,000 paid within 120 days of
the close of the transaction. The Transaction will be
financed with cash on hand.
"Indivica is a pioneering OSCAR Service Provider who made the
decision to follow its own strategic path, which lead to Indivica
developing unique security and other innovations not seen in other
OSCAR providers," said Arjun Kumar,
WELL's CIO and business unit leader for the WELL EMR Group.
"We look forward to working with the talented team at
Indivica."
Indivica, founded in 2008, is a provider of fully hosted EMR
software and services and is based out of Toronto, Ontario. Indivica has been a
true innovator developing extensive intellectual property as it
relates to innovative technological solutions related to
appointment notification, patient communication, patient data
federation amongst disparate clinics, automated submission and
retrieval of Ontario Health Insurance Plan (OHIP) billings and
reports, and real-time health card and fee service code
reports. In the past twelve months, Indivica generated
approximately $1.8M in total revenue,
the vast majority of which is recurring Software as a Service
(SaaS) and support revenues. It is expected that Indivica
will generate, at minimum, double digit percentage EBITDA
margin(2) with non-speculative post-acquisition
synergies. Indivica's CEO, Neil
Baimel, will assist WELL with the transition of operations
for a period of time following closing of the transaction.
"We are delighted to be joining forces with the WELL EMR Group,
who is increasingly becoming the EMR vendor of choice in
Canada," said Neil Baimel, CEO of Indivica. "We are
confident that WELL will continue to service our customers in a
professional and efficient manner while continuing to
innovate."
The Transaction is subject a number of closing conditions,
including certain corporate and regulatory approvals, such as
approval from the TSX. All shares issued by the Company under
the Transaction will be issued pursuant to an exemption from
applicable securities laws. There are no finder's fees
payable in connection with the Transaction.
1.
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OSCAR, an acronym for
"Open Source Clinical Application Resource", is an open-source EMR
or "Electronic Medical Records" 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.
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2.
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Earnings before
interest, tax, depreciation and amortization ("EBITDA") margin is a
non-GAAP measure. It should not be construed as an
alternative to net income/loss as a percentage of revenue
determined in accordance with International Financial Reporting
Standards ("IFRS"). EBITDA margin does not have any
standardized meaning under IFRS and therefore may not be comparable
to similar measures presented by other issuers. The Company
believes that EBITDA margin is a meaningful financial metric as it
measures cash generated from operations as a percentage of total
revenue.
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WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed
Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL
WELL is an omni-channel digital health company that operates
Primary Healthcare Facilities, is the third largest digital
Electronic Medical Records (EMR) supplier in Canada and is a national provider of
telehealth services. WELL owns and operates 21 medical
clinics, provides digital EMR software and services to over 1,500
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 an acquisitive company that has
completed ten acquisitions and two equity investments. WELL
is publicly traded on the Toronto Stock Exchange under the symbol
"WELL". WELL was recognized as a TSX Venture 50 Company three
years in a row 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 closing of the Transaction; the
Company obtaining all required consents and TSX approval in order
to close the Transaction; the potential number of healthcare
clinics and physicians and healthcare practitioners to be serviced
by the Company; WELL's ranking as the third largest EMR service
provider in Canada, the expansion
of the Company's EMR business and services; earnings and operations
of the Company; the ability of the Company to fully finance the
acquisition through cash on hand; and the Company's ability to
fulfill its stated objective. 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. The Company'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 the Company'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
surrounding the Transaction, including: that the Company'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; the inability
of the Company to complete the Transaction and related transactions
at all or on the terms announced; the TSX not approving the
Transaction; risks relating to the satisfaction of the conditions
to closing the Transaction; that future results may vary from
historical results; and that market competition may affect the
outcome of the Transaction and the business, results and financial
condition of the Company following the closing of the Transaction.
Except as required by securities law, the Company does not
assume any obligation to update or revise any forward-looking
statements, whether as a result of new information, events or
otherwise.
The Toronto Stock Exchange has neither approved nor
disapproved the information contained herein.
SOURCE WELL Health Technologies Corp.