- OSCARwest provides OSCAR1 EMR services to 90 medical
clinics in British Columbia,
supporting over 1100 registered physicians and practitioners.
- With the proposed acquisition of OSCARwest, WELL will increase
its EMR footprint to supporting 946 primary health medical clinics
and over 6,000 registered physicians and practitioners across
Canada.
- OSCARwest will be WELL's third acquisition of an OSCAR
Electronic Medical Records (EMR) service provider in British Columbia, which positions the Company
as one of the dominant EMR service providers in the province.
OSCARwest will be WELL's fourth acquisition of an OSCAR service
provider nationally.
VANCOUVER, Sept. 25, 2019 /CNW/ - WELL Health Technologies
Corp. (TSX.V: 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 it has entered into an arm's length share purchase
agreement dated September 24, 2019
(the "Agreement") with the shareholders of OSCARwest
EMR Services Inc. ("OSCARwest"), whereby the Company
has agreed to acquire all of the issued and outstanding shares of
OSCARwest (the "Transaction"). OSCARwest, based out of
Vancouver, BC, is a trusted
provider of EMR software, support and other services that work with
OSCAR, an open source EMR platform.
The total consideration payable by WELL in connection with the
acquisition of OSCARwest is $1,350,000, which will consist of the following:
(i) a cash payment of $832,500 on
closing of the Transaction, subject to a working capital adjustment
and subject to a $100,000 holdback to
be released pursuant to the terms of an escrow agreement; (ii)
$230,000 paid by the issuance of
common shares in the capital of WELL at a deemed price of
$1.62 per share on the closing of the
Transaction; and (iii) a time based earn out of $287,500 payable in cash over a period of 3
years.
"OSCARwest was the first OSCAR service provider in BC and has
always held a strong tradition characterized by great service and
support and tireless contributions to the OSCAR community.
For this reason, this transaction will be a fantastic complement to
our digital services business," said Hamed
Shahbazi, Chairman and CEO of WELL. "The acquisition of
OSCARwest, along with our prior acquisitions of NerdEMR and
OSCARprn will complete our acquisition of all three Chartered OSCAR
providers in the province of British
Columbia and will further augment our EMR market share in
Canada."
OSCARwest provides EMR services to 90 medical clinics in
British Columbia, supporting over
1100 registered physicians and practitioners. With the proposed
acquisition of OSCARwest, WELL will increase its EMR footprint to
supporting 946 primary health medical clinics and over 6,000
registered physicians and practitioners across Canada. OSCARwest's founder, Patricia (Patti) Rodger Kirkpatrick, will assist
WELL with the transition of operations for a period of time
following closing, and she will also be appointed to WELL's
advisory board.
"We are looking forward to joining the WELL Health team" said
Patti Rodger Kirkpatrick. "WELL has
quickly emerged as a reliable EMR service provider who we feel will
be the ideal partner for our customers moving forward, and I look
forward to providing my voice and vision to the OSCAR community
through WELL's advisory board"
The closing of the Transaction is subject to a number of
conditions, including receipt of any necessary corporate and
regulatory approvals, including the approval of the TSX Venture
Exchange (TSXV). The Transaction is expected to constitute an
Expedited Acquisition in accordance with Policy 5.3 of the
TSXV. All shares issued in the transaction will be subject to
a restricted period of four months and one day. There are no
finder's fees payable in connection with the Transaction.
- OSCAR is an acronym that stands for "Open Source Clinical
Application Resource", and was originally developed by McMaster University.
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 as well as a significant EMR or Electronic Medical
Records business that supports the digitization of such
clinics. WELL currently owns and operates 19 primary health
medical clinics and provides EMR software and service to
approximately 856 medical clinics across Canada. WELL's overarching objective is to
empower doctors to provide the best and most advanced care possible
leveraging the latest trends in digital health. WELL is
publicly traded on the TSX Venture Exchange under the symbol
WELL.V. WELL was recognized as a TSX Venture 50 Company in
2018 and 2019.
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; that
the acquisition of OSCARwest will complete the acquisition of all
three Chartered OSCAR providers in British Columbia; that the acquisition of
OSCARwest will increase WELL's EMR market share; the anticipated
number of clinics and practitioners of WELL will support
post-closing; that Patricia Rodger
Kirkpatrick will assist WELL with the transition of
operations and be appointed to WELL's advisory board; and that the
WELL will obtain all consents and TSXV approval in order to close.
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 surrounding the Transaction, 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; the inability of WELL to complete the
Transaction and related transactions at all or on the terms
announced; the TSXV 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 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 Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE WELL Health Technologies Corp.
