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 excited to announce that
it has signed a binding term sheet (“
Term Sheet”)
to acquire
VisionPros, a vertically integrated
digital eyewear platform that has serviced almost 1 million unique
customers across North America.
VisionPros conveniently delivers contact lenses
and glasses right to their customer’s door, anywhere in North
America, at a fraction of the cost of traditional retail optical
stores. The highly scalable business model includes a rapidly
growing, high margin e-commerce platform, subscription business and
innovative suite of digital vision care tools. VisionPros offers a
unique subscription offering, with flexible monthly billing
options, as well as some of the lowest prices in North America. The
multi-disciplinary platform also includes a brick-and-mortar
clinic, online/in-person dispensary and a lens laboratory that
manufactures and distributes lenses to eyecare partners for their
own affordable KIND eyewear line.
VisionPros was founded by Dr. Jessy Manhas and
is led by a team of eye doctors committed to providing
patient-focused vision care, and empowering practitioners through
its disruptive tele-optometry technology. VisionPros’ CEO, Dr.
Steven Lee, is a pioneer of the online vision tests in the market
and developed the first online vision test platform which remains
the current standard in North America. Subsequently, Dr. Lee
developed, patented and is launching a new best-in-class, advanced
technology that will deliver the safest online vision tests. This
technology is designed to ensure a significantly higher level of
accuracy and authentication of scripts. As part of VisionPros’
commitment to global eye health, the company has contributed to the
Eyes for the World charity organization, founded by the principals
of VisionPros and dedicated to restoring sight through glasses or
surgery and to prevent blindness around the world. Amongst its
contributions, Eyes for the World, has helped fund the construction
and operation of two eye hospitals – one in India and one in
Jamaica.
VisionPros’ digital platform shares many
synergies with CloudMD’s existing platform and provides significant
opportunities for cross-selling and integration. The e-commerce
platform gives CloudMD direct access to almost 1 million unique
customer accounts and further secures the Company’s footprint
across North America. VisionPros’ revenue for calendar year 2020
surpassed $22 million with an adjusted earnings before interest,
tax depreciation and amortization (“Adjusted EBITDA”) margin
exceeding 10%.
Dr. Essam Hamza, CEO of CloudMD
commented, “This is a significant acquisition for our business,
which not only adds meaningful high margin revenue, but also
provides us with an established e-commerce platform and almost 1
million customer accounts. VisionPros’ disruptive tele-optometry
platform aligns with our vision of providing patient-focused,
whole-person care and will allow us to leverage a number of our
technologies and integrate our solutions into one seamless patient
experience.”
Dr. Steven Lee, CEO of
VisionPros commented, “We are extremely excited to partner
with CloudMD and their physician led team. They share our
commitment to providing a patient-centric approach that empowers
physicians and engages patients. Our shared vision and combined
resources are valuable for us as we look to undertake our
aggressive growth strategy. There are obvious synergies across both
health-tech platforms, and we look forward to leveraging those
synergies to revolutionize the current system and build a North
American leader in healthcare delivery.”
Terms of Acquisition
In consideration for the purchase of 100% of the
outstanding securities of VisionPros, CloudMD has agreed to pay
shareholders of VisionPros (i) $30 million in cash, subject to a
working capital adjustment; (ii) $30 million in common shares of
the Company at a deemed price by calculating the volume-weighted
average trading price of the Company's common shares for the 10
trading days prior to the execution of the binding term sheet; and
(iii) a performance-based earnout of up to $40 million, which is
payable in cash or common shares of the Company, at the discretion
of CloudMD at the time of the earn out. The common shares will be
subject to certain contractual restrictions on trading for a period
of 18 months from the date of issuance. Additionally, the Company
will pay a 5% finder’s fee to an arm’s length party in accordance
with TSX Venture Exchange policy.
The acquisition is subject to customary closing
conditions, including the execution of a definitive acquisition
agreement and receipt of TSX Venture Exchange approval.
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. For more information
visit: investors.cloudmd.ca
About VisionPros
VisionPros is a Canadian-based online eyecare
platform providing contact lenses and eyeglasses to customers
across North America. The company sells contact lenses and
glasses through a number of websites, including visionpros.com and
contactlensescanada.com. VisionPros offers customers all of
the leading brands of contact lenses and has its own line of
eyeglasses and sunglasses called KIND Eyewear. A doctor-led
company, VisionPros has developed and will soon launch an
innovative, disruptive online vision test that uniquely ensures the
accuracy and authentication of scripts unseen before with current
existing online vision tests. For over 10 years, VisionPros
has donated funding, equipment and medical personnel to bring the
gift of sight to people in need in underdeveloped countries. For
more information on VisionPros, please visit visionpros.com.
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 VisionPros 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 VisionPros
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 VisionPros’
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
VisionPros, 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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