/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
- Silicon Valley based Circle Medical is a National US telehealth
provider who has delivered virtual primary healthcare services in
35 states in the past 100 days and plans to extend its telehealth
services to the majority of the remaining states within the next
few months. Circle Medical also owns and operates two California based brick and mortar
clinics.
- Circle Medical has "payer" agreements with most of the major
health insurance carriers in the United states. This allows the
company's service to be in-network and accessible by ~200M
Americans who can use the patient-centric Circle Medical "app"
anytime for either no cost or a small co-pay.
- WELL also announces it has received commitments for the sale of
$23M CAD of its common shares as part
of a private placement led by Mr. Li
Ka-shing to support the deal and WELL's entrance into the US
market.
- WELL's $14M USD control
investment in Circle Medical includes a subscription of
$5M USD worth of shares from Circle
Medical's treasury and stock swap with WELL stock for up to
$9M USD.
- Circle Medical's current revenue run rate is almost
$5M USD per year and growing quickly
having recently experienced double-digit monthly growth rates since
the start of the COVID-19 pandemic. WELL's cash investment and
shared services support are anticipated to help the company
significantly scale its growth over the coming quarters.
VANCOUVER, BC, Sept. 1, 2020 /CNW/ - WELL Health
Technologies Corp. (TSX: WELL) (the "Company"
or "WELL"), is pleased to announce it has entered into a
definitive share purchase agreement dated August 31, 2020 (the "Agreement") with the
shareholders of Circle Medical Ltd. ("Circle Medical"), a US
technology leader and innovator in the delivery of quality
telehealth and in-person healthcare experiences, pursuant to which
WELL has agreed to acquire a majority(1) of the issued
and outstanding shares of Circle Medical (the "Transaction")
for total consideration of approximately $14M USD. WELL also announces today that it
has entered into an agreement with Hong
Kong business leader Mr. Li
Ka-shing, and a group of investors (collectively the
"Investors"), whereby the Investors have agreed to subscribe
for, on a non-brokered private placement basis, 4,821,802 common
shares in the capital of the Company, at a price per share of
$4.77 CAD, for gross proceeds of
$23,000,000 CAD (the
"Offering"). The proceeds of the Offering are expected
to be primarily used to fund and support the Transaction as well as
general working capital.
Under the terms of the Agreement, WELL anticipates acquiring its
control position through two concurrent transactions: (i) Circle
Medical will conduct an offering to all Circle Medical
securityholders in which WELL will acquire Circle Medical
shares in exchange for common shares in WELL in the amount up to
just over $9M USD at a deemed price
per WELL share of $4.77 CAD which is
equal to the prior 20 day VWAP or volume weighted average price of
WELL's common shares, with certain of such shares being purchased
in cash pursuant to the terms of the Agreement; and, (ii) WELL has
agreed to acquire $5M USD worth
of Circle Medical shares from Circle Medical's treasury adding
primary funds to treasury for purposes of growth and scale.
The remaining issued and outstanding securities of Circle
Medical will be retained by the original securityholders of Circle
Medical, who will continue to operate Circle Medical on a
post-closing basis. WELL shall have the right to acquire such
remaining shares of Circle Medical it does not already own as part
of the Transaction pursuant to a call option.
"This proposed transaction is expected to position WELL as a
leading provider of telehealth services in the United States.
Since WELL's seed investment in Circle Medical almost two year ago,
we've closely tracked the company and their seamless omni-channel
patient experience. Our research and proximity to the company
showed us that Circle Medical is delivering exceptional service
exemplified by impressive NPS scores in the healthcare
industry. We believe they are by extension, one of the best
primary care and telehealth providers in the US," said Hamed Shahbazi, Chairman & CEO of WELL.
"We are looking forward to expanding our relationship with
the talented Circle Medical team. In addition, we
are equally excited to have the continued support of Mr.
Li Ka-shing to support this
transaction and our entry into the US market. The increased
investment level in WELL is a strong endorsement of our ongoing
growth strategy and execution."
Circle Medical is a graduate of the Y-Combinator(2)
program and a true pioneer in providing a tech forward primary
healthcare experience for patients and doctors, bringing the
doctor's office to a patient's home or work. Circle Medical
has previously delivered telehealth services in 35 states in the
last several months of its operations and the company is working on
quickly ramping up and covering additional US states. The
company's primary healthcare practice is "in-network" with the
majority of US-based insurance carriers and runs on Circle
Medical's proprietary technology platform which leverages
artificial intelligence to scale a better patient experience,
improve health outcomes and maintain a lower operating cost than
traditional primary care models. Circle Medical's insurer
relationships provide care to approximately 200M Americans. An "in-network" patient can
download and use the app anytime for either no cost or a small
co-pay. "Out-of-network" patients can also use the app at any
time with a per use fee. Circle Medical's deep technology and
use of artificial intelligence has created a better patient
experience consistently resulting in the industry leading NPS
scores of 80-90% satisfaction and the company's omnichannel
experience has delivered exceptional customer satisfaction.
"We are excited at the prospect of partnering with WELL to help
us rapidly scale our telehealth technology and grow market share in
the United States," said George
Favvas, Co-Founder and CEO of Circle Medical. "Our
patient-centric app has not only delivered great experiences but
also improved outcomes. We have a compelling development road
map ahead that will continue to empower patients to better
health. Given the unprecedented circumstances with the
COVID-19 pandemic, we believe now more than ever is the time to
innovate and create exceptional healthcare experiences."
George Favvas and Co-Founder Jean-Sébastien Boulanger are both
originally from Montreal, Canada
and moved to San Francisco to
pursue the development and growth of Circle Medical. Part of
the duo's immediate plan is to open a software development
office in Montreal, Canada and by
doing so truly make Circle Medical a cross border US/Canada operation. As part of the
Transaction, WELL will obtain exclusive rights to offer and/or
commercialize Circle Medical's technology in Canada, at its option, and with Circle
Medical's support and guidance.
Circle Medical is affiliated with UCSF and backed by A. Capital
and Collaborative Fund. New patients can book in-person
appointments in the San Francisco Bay area, or telemedicine
nationally at: https://circlemedical.com/.
Footnotes:
|
1-
|
It is expected that
at close, WELL will own approximate 56-60% of Circle Medical on a
fully diluted basis
|
2-
|
Y-Combinator provides
seed funding for start-ups. Past Y-combinator graduates include but
are not limited to Stripe, Airbnb, DoorDash, Dropbox, and
Reddit.
|
None of the securities sold in connection with the private
placement will be registered under the United States Securities Act
of 1933, as amended, and no such securities may be offered or sold
in the United States absent
registration or an applicable exemption from the registration
requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
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 whose overarching
objective is to empower doctors to provide the best and most
advanced care possible while leveraging the latest technology and
trends in digital health. As such, WELL owns and operates 20
primary healthcare medical clinics, is Canada's third largest Electronic Medical
Records (EMR) supplier serving over 2,000 medical clinics, operates
a leading national telehealth service and is a provider of digital
health technology solutions. WELL is an acquisitive company
that has completed twelve acquisitions and three equity
investments. The Company 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 WELL's telehealth service, visit:
virtualclinics.ca and for corporate information, visit:
www.well.company.
Forward-Looking Statements:
Certain statements in this news release related to the Company
are forward-looking statements and are prospective in nature.
Forward-looking statements are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. These
statements generally can be identified by the use of
forward-looking words such as "may", "should", "could", "intend",
"estimate", "plan", "anticipate", "expect", "believe" or
"continue", or the negative thereof or similar variations.
Forward-looking statements in this news release include statements:
relating to the closing of the Transaction and the proposed
financing, including TSX approval thereof; regarding Circle
Medical's growth; regarding the anticipation that WELL's investment
and shared services are anticipated to help Circle Medical
significantly scale its growth over the coming quarters; regarding
the use of proceeds; and regarding WELL's status as a leading
provider in Telehealth services in the
United States. Actual results and future events could differ
materially from those anticipated in such information for any
number of risks as disclosed in WELL's periodic reports, the risk
that WELL is not able to close the Transaction of the Offering for
any reason, and the risks that anticipated post-closing synergies
and growth of Circle Medical do not materialize for any
reason. These and all subsequent written and oral
forward-looking information are based on estimates and opinions of
management on the dates they are made and are expressly qualified
in their entirety by this notice. Except as required by law,
the Company does not intend to update these forward-looking
statements.
Neither the Toronto Stock Exchange nor its Regulation
Services Provider (as that term is defined in policies of the
Toronto Stock Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE WELL Health Technologies Corp.