- WELL Health completes acquisition of 51% of private company,
SleepWorks Medical Inc. ("SleepWorks").
- SleepWorks is a leader in providing services for patients who
suffer from sleep disorders. Since inception, SleepWorks has
provided diagnostic services to over 10,000 patients.
- This transaction is immediately accretive to WELL. In the past
12 months, SleepWorks generated more than $1.7M in revenue with EBITDA1 margins
exceeding 25%.
VANCOUVER, Oct. 1, 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, further to its news release dated
July 18, 2019, that it has acquired
51% of the issued and outstanding shares in the capital of
SleepWorks (the "Transaction"). The remaining 49% of the issued and
outstanding shares of SleepWorks are held by the former principal
shareholders of SleepWorks (the "Vendors") who will continue
to operate SleepWorks.
"We are very pleased to be majority shareholders of Sleepworks,"
said Hamed Shahbazi, Chairman and
CEO of WELL. "The SleepWorks team, led by CEO and Co-founder
Larry Bloom, has proven they can
help patients and build a strong commercial business. We are
excited about their prospects for growth".
In consideration for the acquisition of SleepWorks, the Company
paid an aggregate purchase price of $1,134,000, consisting of: (i) a cash payment
upon closing of the Transaction of $524,475; (ii) the issuance of 108,343 common
shares of the Company at a deemed price of approximately
$1.57 per share; (iii) $42,525 deposited by WELL and the Vendors into
escrow in accordance with the provisions of an escrow agreement;
and (iv) $396,900 payable by WELL to
the Vendors in cash or common shares of WELL at the discretion of
WELL during a time based earn-out period of 3 years. WELL has the
right to acquire the remaining 49% of the issued and outstanding
shares of SleepWorks held by the Shareholders pursuant to a call
option.
SleepWorks is engaged in the business of providing services in
connection with the diagnosis and treatments of sleep disorders and
the sale of equipment related to sleep disorders. In the past
12 months, SleepWorks generated more than $1.7M in revenue with EBITDA1 margins
exceeding 25%.
"We are very pleased to be part of the WELL family of
companies", said Mr. Bloom. "Both Sleepworks and WELL are
mission driven companies that see a substantial opportunity to
support patients suffering with sleep disorders and help them to
attain better health outcomes"
All shares issued in connection with the Transaction are subject
to a restricted period of four months and one day. There were no
finder's fees paid in connection with the Transaction.
1Unaudited
EBITDA is a Non-GAAP measure. Earnings before interest, taxes,
depreciation and amortization ("EBITDA") should not be construed as
alternatives to net income/loss determined in accordance with IFRS.
EBITDA does not have any standardized meanings under IFRS and
therefore may not be comparable to similar measures presented by
other issuers. The Company believes that EBITDA is a meaningful
financial metric as it measures cash generated from operations
which the Company can use to fund working capital requirements,
service future interest and principal debt prepayments and fund
future growth initiatives.
|
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's overarching objective is to empower doctors
to provide the best and most advanced care possible leveraging the
latest trends in digital health. In the last 12 months, WELL
physicians served approximately 600,000 patient visits through its
network of 19 medical clinics. 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 expectation that SleepWorks is
and will continue to be accretive to WELL; that SleepWorks will
continue to be a strong commercial business; that SleepWorks has
continued prospects for growth; and that SleepWorks will be able to
continue servicing the same number of clients going forward.
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.