- Spring Medical Centre is one of BC's leading providers of
integrative health services, offering a wide range of services to
patients all in one location. Since inception, Spring Medical has
provided services to approximately 27,000 patients.
- This transaction will be immediately accretive to WELL. In the
past 12 months, Spring Medical has generated more than $2.3 million in revenues with EBITDA1
margins exceeding 10%.
- Spring Medical is an example of an innovative integrated health
clinic concept that will broaden WELL's footprint of medical
clinics and expand the number of healthcare services offered by
WELL.
VANCOUVER, Oct. 23, 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 it has entered into a definitive share purchase agreement
dated October 22, 2019 (the
"Agreement") with the shareholder of Spring Medical
Centre Ltd. ("Spring Medical"), a private British Columbia corporation, pursuant to
which WELL has agreed to acquire 51% of the issued and outstanding
shares of Spring Medical (the "Transaction"). The
remaining 49% of the issued and outstanding shares of Spring
Medical will be retained by the former shareholder of Spring
Medical (the "Vendor"), who will continue to operate the
company on a post-closing basis.
"Spring Medical has a very unique approach to integrative
patient care and will broaden the umbrella of medical services
offered by WELL," said Hamed
Shahbazi, Chairman and CEO of WELL. "We are excited at
the prospect of becoming a majority shareholder of Spring Medical
and look forward to working with the Spring Medical team of care
providers led by Dr. Nima Sakian.
WELL's business expertise and shared services resources will
position Spring Medical for future growth."
Under the terms of the Agreement, the total consideration
payable by WELL in connection with the Transaction is $667,000, and will be allocated as follows: (i)
$333,500 cash payment, 7.5% of which
will be deposited into escrow pursuant to the terms of an escrow
agreement; (ii) $133,400 paid by the
issuance of common shares in the capital of WELL at a deemed price
per share of $1.33 being equal to the
prior 5-day volume-weighted average trading price of WELL's common
shares immediately prior to the public announcement of the
Transaction, subject to the policies of the TSX Venture Exchange
(the "TSXV"); and (iii) $200,100 payable by WELL to the Vendor in cash
during a time based earn-out period of 3 years. WELL shall have the
right to acquire the remaining shares it doesn't acquire as part of
the Transaction pursuant to a call option.
Spring Medical, based out of Burnaby,
BC, is a premier provider of integrated medical services.
Spring Medical offers an extensive range of services including
family physician, pediatrician, physiotherapy, chiropractic,
acupuncture, massage therapy, reflexology, hearing aid specialist,
counselors and many more. Spring Medical streamlines the process of
providing health services to patients by having a wide range of
services available in one convenient location. In the past 12
months, Spring Medical has generated more than $2.3 million in revenues with EBITDA1
margins exceeding 10%. Spring Medical currently provides services
to approximately 27,000 patients in all areas of care.
"We are looking forward to joining the WELL Health network of
clinics", said Dr. Sakian. "Having practiced medicine for almost 10
years in British Columbia, I
believe WELL has the right approach and tools to deliver technology
solutions to successfully modernize clinics across Canada. Working with WELL will allow Spring
Medical to provide better health outcomes for patients."
Closing of the Transaction is subject to a number of
conditions, including receipt of any necessary corporate and
regulatory approvals, including the approval of the TSXV. All
shares to be issued in the Transaction will be issued pursuant
to an exemption from applicable securities laws and as such shall
be subject to a restricted period of four months and one day.
There are no finder's fees payable in connection with the
Transaction. The Company anticipates that the Transaction
will constitute an Expedited Transaction in accordance with the
policies of the TSXV.
- Unaudited 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
repayments 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 wholly owns and operates 20 medical clinics and
provides digital Electronic Medical Records (EMR) software and
services to 852 medical clinics across Canada. WELL's
overarching objective is to empower doctors to provide the best and
most advanced care possible leveraging the latest trends in digital
health. 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: that Spring Medical's unique
approach to integrative patient care will broaden the umbrella of
medical services offered by WELL; that spring Medical will
provide better outcomes for patients by working with WELL; the
closing of the Transaction; the Company obtaining all consents and
TSXV approval in order to close; the expectation of Spring Medical
being immediately accretive to WELL; and the ability of Spring
Medical to continue to sustain revenue growth and provide services
to over 27,000 patients; . 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.
