AIDX HealWell AI Inc

HEALWELL AI Inc. (“HEALWELL” or the “Company”) (TSX: AIDX, OTCQX: HWAIF), a healthcare technology company focused on AI and data science for preventative care, is pleased to announce that it has entered into an agreement to acquire VeroSource Solutions Inc. (“VeroSource”), a multi-service technology enterprise focused mainly on providing both products and consulting services for total consideration of approximately $24.5 million (the “Transaction”), a significant portion of which is expected to be paid in HEALWELL Class A subordinate voting shares. VeroSource is a Canadian based, multi-service software and services technology company focused on providing healthcare solutions, including a “Digital Front Door” to provincial healthcare systems, including the Province of New Brunswick and several others. 

VeroSource securely integrates health data from sources such as EMRs, pharmacies and hospital information systems into a single platform which is used for analysis across a variety of applications. The company has developed and validated best-in-class capabilities in data management, interoperability and rendering which are key capabilities when unlocking clinical value and addressing unmet needs for patients and providers. VeroSource harnesses AI technology via its VS Data-as-a-Service (“VS DaaS”) product, enabling powerful data visualization and unlocking value through actionable insights. The VeroSource infrastructure and suite of digital health solutions is fully compatible with HEALWELL’s AI capabilities, enabling the expansion of HEALWELL’s digital co-pilot tools into the VeroSource footprint as well as VeroSource’s data interoperability and visualization tools to be used across HEALWELL’s footprint. Combined with HEALWELL’s data structuring and abstraction technology, VeroSource provides additional expertise for HEALWELL to further accelerate its mission of early disease detection.

Dr. Alexander Dobranowski, CEO of HEALLWELL, stated, “We are excited to announce the proposed acquisition of VeroSource who has created a compelling data interoperability platform that powers large enterprises such as provincial health systems. Once integrated with our best-in-class AI-powered disease detection and patient identification capabilities, VeroSource has the potential to roll out very significant population health features that are very much at the core of value-based healthcare trends. VeroSource has demonstrated impressive historical revenue growth rates of 30% CAGR, with a strong pipeline of long-term contracts producing a mix of one-time and recurring SaaS revenue. We look forward to building on their exceptional track record by leveraging our deep connectivity to the Canadian outpatient landscape through our partnership with WELL Health and their successful public sector sales program. We are excited about the growth synergies and the potential to expand our footprint rapidly into new provinces.”

Mark McAllister, CEO of VeroSource, commented, “We are thrilled to join forces with HEALWELL. Our combined expertise will accelerate our mission of empowering people and unlocking the value of healthcare data. With HEALWELL's support, we can expand our innovative digital health solutions more rapidly and effectively across Canada. We believe that we can help accelerate HEALWELL’s mission of early disease detection and providing more comprehensive, AI-driven healthcare solutions.”

VeroSource has had well over one million users since inception, which includes both patients and providers, and is expected to generate over $8 million in revenues in 2024 with expected EBITDA1 margins over 10%. Historically, VeroSource has achieved over 80% gross margins, and consistently produced positive EBITDA1, and positive cashflows. Over 70% of its sales are high margin recurring revenue. The proposed acquisition will add significant revenue, a robust pipeline of long-term enterprise grade contracts, and an innovative digital health platform to HEALWELL. The proposed acquisition is highly accretive, cash conservative, and is expected to deliver significant value. HEALWELL is expected to benefit from VeroSource’s recurring high-margin software and services revenue, strong relationships with private and public sector stakeholders, and a talented team of healthcare technology entrepreneurs, engineers, and data scientists. On closing, this acquisition will mark a significant milestone in the ongoing effort to enhance healthcare delivery and improve patient outcomes through cutting-edge technology.

The proposed acquisition of VeroSource will result in HEALWELL acquiring a number of broad and unique capabilities for the public sector that includes digital front door and patient access solutions, International Patient Summary (IPS) solutions, FHIR interoperability and data solutions, and digital identity solutions. It also adds VeroSource’s provincial public sector customer base to HEALWELL’s existing network of pharmaceutical customers, boosting the Company’s position as a leader in the healthcare technology landscape. VeroSource’s platform exemplifies the practical use of data engineering and machine learning as it utilizes AI tools to help clients predict emergency room wait times with real-time HL7 data feeds, improve hiring processes for HR departments, and explore the use of Large Language Models for better client navigation to essential services. VeroSource’s suite of solutions is designed to drive down healthcare costs and improve patient outcomes by providing health system leaders with actionable insights derived from advanced data visualization.

Transaction Description 

Under the terms of the Agreement, HEALWELL is acquiring all of the shares of VeroSource in a two-step transaction, with an initial acquisition of approximately 51% of the VeroSource shares expected to close on July 1, 2024 and the second acquisition of the remaining VeroSource shares expected to close on or about January 1, 2025 for an aggregate purchase price of approximately $24.5 million.

The purchase price of the 51% initial acquisition is approximately $12.5 million, payable as follows: (i) $3.9 million in cash on the initial closing date, subject to customary closing adjustments; (ii) $6.1 million through the issuance of HEALWELL subordinate voting shares on the initial closing date using the prior 20-day VWAP from the announcement date; and (iii) a four-year performance-based earn-out of up to $2.5 million, payable in cash, HEALWELL AI subordinate voting shares or a combination of both, at HEALWELL’s discretion, with any shares priced using the prior 20-day VWAP from the applicable payment date. The performance-based earn-out is driven by maintaining and enhancing VeroSource’s EBITDA1 growth. The parties have agreed to enter into a standard shareholders’ agreement with mutual board nomination rights to govern the business and affairs of VeroSource from the initial closing date to the second closing date.

The purchase price of the second acquisition is approximately $12 million, payable as follows: (i) $3.8 million in cash on the second closing date; (ii) $5.8 million through the issuance of HEALWELL AI subordinate voting shares on the second closing date using the prior 20-day VWAP from the initial announcement date; and (iii) an increase of $2.4 million to the maximum amount of the four-year performance-based earn-out that commenced on the initial closing date, for a combined maximum amount of $4.9 million, payable in cash, HEALWELL subordinate voting shares or a combination of both, at HEALWELL’s discretion, with any shares priced using the prior 20-day VWAP from the applicable payment date.

Closing of the Transaction is subject to a number of standard conditions, including conditional approval from the Toronto Stock Exchange (the “TSX”).

Dr. Alexander DobranowskiChief Executive OfficerHEALWELL AI Inc.

About HEALWELL

HEALWELL is a healthcare technology company focused on AI and data science for preventative care. Its mission is to improve healthcare and save lives through early identification and detection of disease. As a physician-led organization with a proven management team of experienced executives, HEALWELL is executing a strategy centered around developing and acquiring technology and clinical sciences capabilities that complement the Company’s road map. HEALWELL is publicly traded on the TSX under the symbol “AIDX” and on the OTC Exchange under the symbol “HWAIF”.

To learn more about HEALWELL, please visit https://healwell.ai/

For more information:

Pardeep S. SanghaInvestor Relations, HEALWELL AI Inc.Phone: 604-572-6392ir@healwell.ai

Forward-Looking Statements

Certain statements in this press release, constitute “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements in this press release includes without limitation statements relating to the Transaction, including the terms and conditions, closing date and impacts thereof, HEALWELL’s anticipated benefits and synergies from the Transaction, including VeroSource’s expected 2024 revenues, HEALWELL’s future plans including its ability to execute on its strategic goals, including HEALWELL’s ability to identify and close acquisition targets and to launch new AI commercial initiatives, the achievement of profitability, revenue and other financial targets and expectations, HEALWELL’s future growth prospects and business outlook, the planned growth of HEALWELL’s customer base and the expected growth of operations, and the future conditions of the healthcare and healthcare AI market. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements.

Forward-looking statements are often, but not always, identified by words or phrases such as “to become”, “improve”, “growth”, “ensuring”, “continue”, “anticipated”, “expects”, “proceed”, “potential”, “future”, “consider”, “result in”, “increase”, “deliver”, “emerging”, “is poised”, “plan”, “position”, “opportunities”, “expansion”, “exercise”, “ensure”, “achieve”, “acquire”, “complete”, “satisfy”, “entitle”, “subject to” or variations of such words and phrases or statements that certain future conditions, actions, events or results “will”, “may”, “could”, “would”, “should”, “might” or “can” be taken, occur or be achieved, or the negative of any of these terms . Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by HEALWELL as of the date of such statements, are outside of HEALWELL’s control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward-looking statements contained in this press release are based on various assumptions, including, but not limited to, the following: the satisfaction of any additional conditions to the Transaction including, without limitation, any future acceptance of the Transaction by the TSX or securities commission and the receipt of any additional approvals for the Transaction, including but not limited to any further acceptance, any board approvals, shareholder approvals or third party consents. Although HEALWELL’s management believes that the assumptions made and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking statements will prove to be accurate. By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections, or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved.

Known and unknown risk factors, many of which are beyond the control of HEALWELL, could cause the actual results of HEALWELL to differ materially from the results, performance, achievements, or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed under the section entitled “Risk Factors” in HEALWELL’s most recent annual information form dated April 1, 2024, and in the final short form base shelf prospectus dated February 28, 2024, both of which are available under HEALWELL's SEDAR+ profile at www.sedarplus.com. The risk factors are not intended to represent a complete list of the factors that could affect HEALWELL, and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, HEALWELL disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All of the forward-looking statements contained in this press release are qualified by these cautionary statements.

This news release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about HEALWELL’s expected increase in revenue, cash flow, EBITDA1, and EBITDA1 margin on a post-closing basis, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraphs. The actual financial results of HEALWELL on a post-closing basis may vary from the amounts set out herein and such variation may be material. HEALWELL and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, HEALWELL undertakes no obligation to update such FOFI. FOFI contained in this news release was made as of the date hereof and was provided for the purpose of providing further information about HEALWELL’s anticipated future business operations on a post-closing basis. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein.

Footnotes:

1. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA margin (EBITDA divided by revenue) are each Non-GAAP measures. EBITDA and EBITDA margin should not be construed as alternatives to net income/loss determined in accordance with International Financial Reporting Standards (“IFRS”). EBITDA does not have any standardized meaning 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. For EBITDA reconciliation to Net income, please refer to the Company’s most recent Management Discussion and Analysis on Sedar+.com. EBITDA margin is EBITDA as a percentage of total revenue.
2. CAGR means compound annual growth rate and is a Non-GAAP measure. CAGR should not be construed as an alternative to net income/loss determined in accordance with IFRS. CAGR does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers.