- ExecHealth, a provider of primary care and executive health
services in the Ottawa region,
signifies WELL's first acquisition of clinical assets in the
province of Ontario.
- For the 12 months ended February 28,
2021, ExecHealth had unaudited revenues of approximately
$3M, of which greater than two-thirds
is considered recurring membership revenue with
EBITDA(1) Margins exceeding 50%.
- ExecHealth is expected to be a highly accretive acquisition,
representing WELL's continued expansion into the premium margin
corporate and executive health services market.
- ExecHealth is a high growth operation that has organically
grown both its revenues and EBITDA at growth rates of over 20% over
the past three years.
- ExecHealth has over 1,000 clients, with greater than two-thirds
being recurring membership clients. As a result of the COVID
pandemic, currently more than 50% of its patient visits are
delivered via telehealth.
VANCOUVER, BC, April 8, 2021 /PRNewswire/ - WELL Health
Technologies Corp. (TSX: WELL) ("WELL" or the
"Company"), a company focused on consolidating and
modernizing clinical and digital assets within the healthcare
sector, is pleased to announce that it has entered into a purchase
agreement to acquire all of the issued and outstanding shares of
ExecHealth Inc. ("ExecHealth"). ExecHealth is an
omni-channel healthcare provider located in Ottawa, Ontario specializing in corporate and
executive health, primary care and integrated health services.
"We are pleased to announce our agreement to acquire ExecHealth
and expand our network into Ontario,
Canada's largest healthcare market," said Hamed Shahbazi, Chairman and CEO of WELL.
"This proposed acquisition represents another milestone in
the execution of our plans to further grow our presence in the
premium margin corporate and executive health segment, building on
our recent acquisition of ExcelleMD, a leading provider of such
services in Québec. We look forward to completing this
acquisition and working with the ExecHealth team to continue to
provide the outstanding service and care their patients have come
to expect."
Since 2005, ExecHealth has provided medical care to
professionals and families, including executives, diplomats and
other professionals in the Ottawa
region. In addition to providing primary care services,
ExecHealth provides corporations and other organizations with
executive health, employee wellness, pre-employment and periodic
medical exams as well as other integrative services such as
physiotherapy and counselling services. For the 12 months
ended February 28, 2021, ExecHealth
had unaudited revenues of approximately $3M with EBITDA(1) Margin greater than
50%. ExecHealth is a high growth operation that has
organically grown both its revenues and EBITDA at growth rates of
over 20% over the past three years. ExecHealth has over 1,000
clients and greater than two-thirds of its revenues are
attributable to recurring membership fees. As a result of the
COVID pandemic, over 50% of ExecHealth's patient visits are
currently delivered via telehealth vs. in-person consultations.
"We are thrilled to join the WELL group of companies.
WELL's focus on the use of technology to provide the most
advanced care possible is fully in line with our strategic vision,"
said Sanjay Shah, Founder and
President of ExecHealth. "By leveraging WELL's expansive
portfolio of medical technologies and clinic network, we believe
this opportunity will allow us to seek further growth and enhance
our patient offering."
Transaction Details:
Pursuant to the agreement, the Company will acquire all of the
outstanding shares of ExecHealth for the following consideration:
(i) $6,523,175 in cash on the closing
date, subject to customary closing adjustments and holdbacks; (ii)
$4,208,500 through the issuance of
common shares of the Company on closing based on the volume
weighted average price of the Company's common shares on the
Toronto Stock Exchange for the five trading days preceding closing;
and (iii) a multi-year performance-based earn-out of up to
$1,893,825. Closing of the
transaction is subject to customary closing conditions and is
expected to occur in early May
2021.
Footnotes:
- Earnings before interest, taxes, depreciation and amortization
("EBITDA") and EBITDA Margin are each Non-GAAP
measures. EBITDA 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.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed
Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL is an omni-channel digital health company whose overarching
objective is to empower doctors to provide the best and most
advanced care possible while leveraging the latest trends in
digital health. As such, WELL owns and operates 27 primary
healthcare clinics, is Canada's
third largest digital Electronic Medical Records (EMR) supplier
serving approximately 2,200 healthcare clinics, operates telehealth
services in both Canada and
the United States and is a
provider of digital health, billing and cybersecurity related
technology solutions. WELL is an acquisitive company that
follows a disciplined and accretive capital allocation strategy. To
access the Company's telehealth service, visit: tiahealth.com, and
for corporate information, visit: www.well.company.
Notice Regarding Forward-Looking Statements
Certain statements in this news release related to the Company
are forward-looking statements and are prospective in nature
including the statements regarding the completion and timing of the
proposed acquisition, the Company's expansion plans and the
expected impact of the acquisition on the Company.
Forward-looking statements are not based on historical facts, but
rather on current expectations and projections about future events
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. These
statements generally can be identified by the use of
forward-looking words such as "may", "should", "could", "would",
"intend", "estimate", "plan", "anticipate", "expect", "believe" or
the negative thereof or similar variations. There are numerous
risks and uncertainties that could cause actual results and the
Company's plans and objectives to differ materially from those
expressed in the forward-looking statements, including: risks that
the conditions to completion of the acquisition will not be
satisfied as contemplated or at all; business disruption risks
relating to COVID-19; regulatory risks, including those related to
healthcare, privacy and data security; integration risks relating
to the acquired business on a post-closing basis; and other risks
outlined in the Company's publicly filed documents available on
SEDAR. Actual results and future events could differ
materially from those anticipated in such information. These and
all subsequent written and oral forward-looking statements are
based on estimates and opinions of management on the dates they are
made and are expressly qualified in their entirety by this
notice. Except as required by law, the Company does not
intend to update these forward-looking statements.
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SOURCE WELL Health Technologies Corp.