- WELL completes 51% majority ownership acquisition of Spring
Medical Centre Ltd. ("Spring Medical"), a private company
that is one of BC's leading providers of integrative health
services.
- Spring Medical is an innovative integrated health clinic that
broadens WELL's footprint of medical clinics and materially expands
the number of healthcare services offered by WELL.
- This transaction is immediately accretive to WELL as Spring
Medical has generated more than $2.3
million in revenues with EBITDA1 margins
exceeding 10% over the past 12 months.
VANCOUVER, Dec. 2, 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
October 23, 2019, that it has
acquired 51% of the issued and outstanding shares in the capital of
Spring Medical (the "Transaction"). The remaining 49% of the
issued and outstanding shares of Spring Medical are held by the
former principal shareholder of Spring Medical who will continue to
operate Spring Medical.
"We are very excited to welcome Dr. Nima
Sakian and the Spring Medical team to the WELL health
family," said Hamed Shahbazi,
Chairman and CEO of WELL. "Dr. Sakian and his team have done a
tremendous job of integrating allied health with first rate primary
medical care building one of BC's premier healthcare clinics.
This acquisition broadens the umbrella of healthcare services
offered by WELL".
In consideration for the acquisition of the majority stake in
Spring Medical, WELL paid an aggregate purchase price of
$667,000, consisting of: (i) a cash
payment upon closing of the Transaction of $308,488, with an additional $25,012 to be paid in 120 days in accordance with
the provisions of an escrow agreement; (ii) $133,400 paid in common shares of the Company at
a price of approximately $1.33 per
share; and (iii) a time based earn-out of $200,100 which is payable by WELL in quarterly
cash payments over a period of 3 years. Furthermore, WELL has the
right to acquire the remaining 49% of the issued and outstanding
shares of Spring Medical held by the Shareholder pursuant to a call
option.
Spring Medical Centre, based out of Burnaby, BC, is a premier provider of
integrated medical services offering 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 has
provided services to approximately 27,000 patients since
inception.
"We are very pleased to be joining the WELL Health network of
clinics", said Dr. Nima
Sakian. "WELL shares our vision of providing
integrated medical services, which from our experience the majority
of patients prefer and benefit from. We are looking forward
to working with the team at WELL and benefiting from their shared
services offering".
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.
1 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 wholly owns and operates 19 medical clinics, is
a majority owner of SleepWorks and provides digital Electronic
Medical Records (EMR) software and services to 946 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 the acquisition of Spring
Medial will continue to materially expand the number of healthcare
services offered by WELL; the expectation that Spring Medical
is and will continue to be accretive to WELL; that Spring
Medical will continue to be a strong commercial business with
the ability to generate the same levels of revenue in the future;
that Spring Medical has continued prospects for growth; and
that Spring Medical 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.
