- 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 acquisition of Indivica, WELL expands 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.
- Indivica is WELL's seventh EMR acquisition, further
strengthening the Company's footprint as the third largest EMR
service provider in Canada.
VANCOUVER, June 1, 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
that is has closed the previously announced acquisition of Indivica
Inc. ("Indivica"), whereby the Company has acquired all of
the issued and outstanding shares of Indivica (the "Transaction").
With the acquisition of Indivica, WELL expands its EMR services
footprint to approximately 1,900 primary health medical clinics and
10,000 physicians across Canada.
"We are very pleased to welcome the talented team at Indivica to
our WELL EMR Group," said Hamed
Shahbazi, Chairman and CEO of WELL. "Indivica is a proven
and well-respected OntarioMD certified EMR vendor that has
developed unique intellectual property to secure and support
electronic records for medical clinics across Ontario."
Indivica, founded in 2008 and based out of Toronto, Ontario, is a provider of fully
hosted EMR software and services to 390 clinics serving over 2,000
physicians and medical practitioners in 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 revenue. It is expected that
Indivica will produce, 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 complete this transaction and join the WELL
Health family," said Neil Baimel,
CEO of Indivica. "We feel WELL shares our vision for
innovation in the EMR market in Canada, and we believe this is a win for our
customers."
The total consideration paid by the Company in connection with
its acquisition of Indivica is $6,200,000, subject to certain adjustments, and
consisting of the following: (i)$3,410,000 paid in cash; (ii) $1,550,000 paid in common shares in the capital
of the Company at a price of $3.10
per share; and (iii) a time-based cash earn-out of $1,240,000 payable within 120 days of the close
of the Transaction. The Transaction was financed with cash on
hand.
1.
|
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.
|
|
|
2.
|
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
revenue.
|
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 20 medical clinics,
provides digital EMR software and services to over 1,900 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 eleven acquisitions
and three 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 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; 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; that future results may vary
from historical results; and that market competition may affect 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.