CloudMD Closes Acquisition of Canadian Medical Directory, the Largest Medical Directory in Canada
22 January 2021 - 11:30PM
CloudMD Software & Services Inc. (TSXV: DOC, OTCQB: DOCRF,
Frankfurt: 6PH) (the “
Company” or
“
CloudMD”), a telehealth company revolutionizing
the delivery of healthcare to patients, is pleased to announce that
it has closed the previously announced acquisition of Canadian
Medical Directory (“
CMD”), Canada’s largest, most
trusted, directory of medical professionals including 91,000
practicing physicians and 10,000 residents and nurse practitioners
across the country. The robust, multi-layered database is genuinely
unique as no other direct competitor has a SaaS platform that
collects and vends the data in such a highly segmented,
up-to-date way.
CMD has been trusted as the gold standard for
up-to-date information on all medical professionals across Canada
in a standard national format. CMD is Canada’s leading source for
profile and contact information on practicing physicians,
specialists and nurse practitioners, across the country. It’s a key
reference tool used by clinics, hospitals, medical placement firms,
pharmaceutical companies, and manufacturers and distributors of
medical equipment and supplies.
CloudMD will be able to integrate the CMD
database into its Juno EMR, billing, virtual care and telehealth
platforms, as well as iMD Health’s leading educational resource
databank. CloudMD will leverage the CMD brand, customer network and
data, to power up and accelerate doctor acquisition and adoption.
In addition, CloudMD will use its suite of products and resources
to continue building and growing CMD’s robust database.
CMD generated approximately $450,000 in high
margin, 100% SaaS based revenues with earnings before interest,
taxes, depreciation and amortization (EBITDA) margins exceeding
65%, resulting in an EBITDA of approximately $293,000 over the 12
month period ending September 30, 2020. The Company believes that
there is significant opportunity to further optimize the revenue
through integration and optimization.
Terms of Agreement
In consideration for the purchase of 100% of the
assets and business of CMD, CloudMD has agreed to pay aggregate
consideration of approximately $2.037 million payable as follows:
(i) $250,000 in cash; (ii) approximately $1.42 million in shares of
the Company; and (iii) a performance-based earnout of $368,000,
which is payable in shares of the Company in annual issuances over
a period of two years. All shares issued pursuant to the
acquisition are issued at a deemed price of $2.47 per share and are
priced by calculating the 10-day volume-weighted average trading
price of the Company's shares for the 10 trading days prior to the
execution of the binding term sheet (Press release dated October
21, 2020). The shares will be subject to certain contractual
restrictions on trading for a period of 16 months from the date of
issuance.
About CloudMD Software & Services
CloudMD is digitizing the delivery of healthcare
by providing a patient centric approach, with an emphasis on
continuity of care. The Company offers SAAS based health technology
solutions to healthcare providers across North America and has
developed proprietary technology that delivers quality healthcare
through a holistic offering including hybrid primary care
clinics, specialist care, telemedicine, mental health support,
educational resources and artificial intelligence (AI). CloudMD
currently services a combined ecosystem of over 500
clinics, almost 4000 licensed practitioners and 8 million patient
charts across North America.ON BEHALF OF THE BOARD OF DIRECTORS
“Dr. Essam Hamza, MD" Chief Executive Officer
FOR ADDITIONAL INFORMATION CONTACT:
Julia Becker VP, Investor
Relationsjulia@cloudmd.ca
Forward Looking Statements
This news release contains forward-looking
statements, including statements regarding projected revenue,
completion of the CMD acquisition, future business synergies and
cost savings. Such forward-looking statements are based on
CloudMD’s expectations, estimates and projections regarding its
business and the economic environment in which it operates,
including the expectations regarding closing of the CMD acquisition
and the ability of the Company to carry out its business plans.
Although CloudMD believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and
involve risks and uncertainties that are difficult to control or
predict. Therefore, actual outcomes and results, including revenue
projections, may differ materially from those expressed in these
forward-looking statements and readers should not place undue
reliance on such statements. These forward-looking statements speak
only as of the date on which they are made, and CloudMD undertakes
no obligation to update them publicly to reflect new information or
the occurrence of future events or circumstances, unless otherwise
required to do so by law.
Non-GAAP and Non-IFRS Measures
This press release refers to “EBITDA” and
“EBITDA margins” which are non-GAAP and non-IFRS financial measures
that do not have a standardized meaning prescribed by GAAP or IFRS.
The Company’s presentation of these financial measures may not be
comparable to similarly titled measures used by other companies.
These financial measures are intended to provide additional
information to investors concerning the Company’s and CMD’s
performance. EBITDA is defined as earnings before interest, taxes,
depreciation and amortization and EBITDA margins is defined as
EBITDA as a percent of total revenue. EBITDA and EBITDA margins are
Non-IFRS measures the Company uses as an indicator of financial
health and excludes several items which may be useful in the
consideration of the financial condition of the Company and CMD, as
applicable, including interest expense, income taxes, depreciation,
and amortization.
The TSX Venture Exchange does not accept
responsibility for the adequacy or accuracy of this release.
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