- Silicon Valley based WISP, Inc. ("WISP") is a leading
national provider of telehealth and e-pharmacy solutions
specializing in Women's Health, delivering solutions for female
reproductive and sexual health ailments to patients across all 50
states in the US.
- WELL's US$41.3 million control
investment in WISP was fully funded via a combination of
US$27.7 million in cash from
treasury, US$6.2 million in WELL
common shares (issued at a price of $9.80/common share) and includes a multi-year
performance earn-out up to a maximum of US$7.4 million.
- WISP's current annual revenue run-rate is approximately
US$30 million and represents greater
than 100% YoY organic growth. WISP has gross margins
exceeding 65% and achieved positive EBITDA over the last few
quarters. WELL's cash investment and shared services support
is anticipated to help the company significantly scale its growth
over the coming quarters.
VANCOUVER, BC, Oct. 1, 2021 /PRNewswire/ - WELL Health
Technologies Corp. (TSX: WELL) ("WELL" or the
"Company"), a company focused on empowering healthcare
practitioners and their patients with best in class tech enabled
healthcare services, is pleased to announce that it has completed
the previously announced acquisition of a majority interest in
WISP, a US technology leader and innovator in the delivery of
quality virtual care and e-pharmacy experiences specializing in
women's health, for a total transaction value of approximately
US$41.3 million, which includes a
future conditional earn-out of up to approximately US$7.4 million (the "Transaction").
![WELL (CNW Group/WELL Health Technologies Corp.) WELL (CNW Group/WELL Health Technologies Corp.)](https://mma.prnewswire.com/media/1640583/WELL_Health_Technologies_Corp__WELL_Health_Completes_Majority_St.jpg)
Hamed Shahbazi, CEO and Founder
of WELL commented, "Serving the rapidly growing women's health
market with the inclusive, dignified, accessible, high quality and
patient centric level of care WISP provides, is directly in line
with WELL's purpose and we are very pleased to complete this
transaction and work with management to help drive the next level
of growth."
Matthew Swartz, CEO and Founder
of WISP commented, "WELL has a compelling history of growth,
innovation and serving the underserved, and we're thrilled to be
joining their family. We are humbled to be able to provide
care to so many patients when they've needed support, and we're
excited to continue serving women and all humans, both in the US
and internationally, as we grow."
Founded in 2018, WISP has created a national telehealth and
e-pharmacy presence, serving all 50 of the US states. WISP has
served 200,000 patients to date, and offers both telehealth medical
consultations, as well as prescription and natural
medications. By offering discrete, timely access to
treatments for ailments such as yeast infections, UTI's, herpes,
and other ailments related to sexual health, WISP has created a
strong relationship with its customers, resulting in greater than
50% returning/subscription revenue, and NPS scores of 79.
WISP has experienced strong, profitable revenue growth, with its
current annualized run-rate of approximately US$30 million(1), representing over
100% year-over-year organic revenue growth. WISP's rapidly
growing digital revenue strengthens WELL's digital portfolio and
organic growth profile.
The combination of growing demand for e-pharmacy and virtual
care services offers robust market tailwinds that the WISP platform
is poised to benefit from. For instance, WISP operates in the
online pharmacy industry that according to IBISWorld is anticipated
to showcase 16% CAGR and reach over $60
billion on a global basis by 2025. Furthermore,
telehealth services have seen a nearly 40x increase from
pre-pandemic levels according to recent studies from McKinsey.
Transaction Details:
Under the terms of Transaction, the total consideration paid by
WELL in connection with the Transaction equaled approximately
US$41.3 million and consisted of the
following: (i) approximately US$27.7
million was paid in cash on the closing date, subject to
customary post closing adjustments and holdbacks; (ii)
approximately US$6.2 million through
the issuance of common shares in the capital of the Company (the
"Consideration Shares") on the closing date at a deemed
issue price per share of $9.80; and
(iii) a multi-year performance-based earn-out of up to
approximately US$7.4 million, which
is determined based on the WISP business maintaining its revenue
performance post-closing. The aggregate number of Consideration
Shares issued at closing were subject to an adjustment that
was inversely proportional to the difference in the fifteen trading
day volume weighted average trading price ("VWAP") of the
Company's common shares on the Toronto Stock Exchange (the
"TSX") immediately prior to the closing date from the
fifteen trading day VWAP immediately preceding the date of
announcement of the Transaction (the "Adjustment").
This Adjustment resulted in WELL issuing an aggregate of
830,797 common shares on the closing date, which are subject to
certain volume based voluntary resale restrictions as provided
under the terms of the Transaction.
Effective as of the closing of the Transaction, WELL's equity
ownership in WISP equaled approximately 53% on a fully diluted
basis. The original securityholders of WISP, which included
the existing WISP senior management team, own the remaining balance
of the shares of WISP and will continue to operate WISP on a
post-closing basis. Pursuant to the terms of the Transaction,
WELL acquired a call option to acquire the remaining shares of WISP
it does not already own as part of the Transaction.
D.A. Davidson served as WISP's
exclusive financial advisor and Goodwin Procter LLP acted as legal
counsel to WISP. Dentons Canada LLP and Dentons US LLP acted
as legal counsel to WELL.
Footnotes:
|
(1) Revenue run-rate
based on August 2021 revenue annualized, according to previous
announcement on September 2, 2021.
|
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed
Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL is a technology enabled healthcare company whose
overarching objective is to positively impact health outcomes to
empower and support healthcare practitioners and their patients.
WELL has built an innovative practitioner enablement
platform that includes comprehensive end to end practice management
tools inclusive of virtual care and digital patient engagement
capabilities as well as Electronic Medical Records (EMR), Revenue
Cycle Management (RCM) and data protection services. WELL
uses this platform to power healthcare practitioners both inside
and outside of WELL's own omni-channel patient services offerings.
As such, WELL owns and operates Canada's largest
network of outpatient medical clinics serving primary and
specialized healthcare services and is the provider of a leading
multi-national, multi-disciplinary telehealth offering. WELL
is publicly traded on the Toronto Stock Exchange under the symbol
"WELL" and is part of the TSX Composite Index. To
learn more about the Company, please
visit: www.well.company.
About WISP
Founded in 2018, WISP offers budget-friendly telehealth access
for primary care, prescription medication and natural remedies to
all humans regardless of health insurance. WISP specializes in
female focused online reproduction and sexual health treatment.
WISP offers an easier, more accessible, and more satisfying sexual
healthcare experience to its customers. WISP began by offering
discreet sexual health treatment and has grown to offer a
comprehensive menu of online products and services, including
prescription treatment, OTC prevention, primary care consultations,
contraception delivery, and more, visit: www.hellowisp.com.
Notice Regarding 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
regarding the expectation that WISP is and will continue to be
accretive to WELL; that WISP will continue to be a strong
commercial business; that WISP has continued prospects for growth
and that WISP will be able to continue servicing the same number of
clients going forward. There are numerous risks and uncertainties
that could cause actual results and WELL's plans and objectives to
differ materially from those expressed in the forward-looking
information, including: (i) adverse market conditions; (ii) risks
inherent in the primary healthcare sector in general and other
factors beyond the control of the Company. Actual results and
future events could differ materially from those anticipated in
such information. 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.
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SOURCE WELL Health Technologies Corp.