Well Health closes acquisition of Trinity Healthcare Well Health closes acquisition of Trinity Healthcare
2020-02-03 07:40 ET - News Release
Mr. Hamed Shahbazi reports
WELL HEALTH COMPLETES ACQUISITION OF TRINITY HEALTHCARE TECHNOLOGIES
Well Health Technologies Corp. has closed the previously announced acquisition of Oscarservice Inc. (doing business as Trinity Healthcare Technologies (THT)), whereby the company has, indirectly, acquired all of the issued and outstanding shares of THT.
THT will be integrated into the Well EMR group, which includes Well's previous OSCAR EMR acquisitions, including KAI Innovations, NerdEMR, OSCARprn and OSCARwest. With this acquisition, the Well EMR group now supports approximately 1,446 health care clinics servicing over 8,280 physicians and health care practitioners across Canada.
"We are very pleased to welcome THT into the Well EMR family," said Hamed Shahbazi, chairman and chief executive officer of Well. "THT has been a well-recognized innovator and EMR service provider with a strong base of clients in the fields of primary care, ophthalmology and fertility, amongst others. To our knowledge, with the acquisition of THT, more than 10 per cent of all physicians in Canada who work in outpatient clinics are now supported by a Well EMR solution."
THT, founded in 2006 and based out of Mississauga, Ont., is Canada's second-largest OSCAR provider. In the past 12 months, THT has generated more than $2-million in revenues, the vast majority of which is high-margin recurring subscription revenue, with solid double-digit EBITDA (earnings before interest, taxes, depreciation and amortization) margins. THT has more than 2,280 physicians and health care practitioners using its solutions in approximately 500 clinics mostly in the province of Ontario.
"We are excited to be joining the Well EMR group and being a part of the largest OSCAR service provider in the country," said Toby Bian, chief executive officer of THT. "We are confident that our physicians and clinic customers will be appropriately served by the Well EMR group who has already successfully integrated several OSCAR service providers."
The total consideration payable by Well in connection with the acquisition of THT is approximately $7,225,000 consisting of the following: (i) approximately $4,696,250 paid on closing of the transaction; (ii) $1,445,000 paid in common shares in the capital of Well at a price of approximately $1.39 per share; and (iii) a time-based earnout of $1,083,750 paid in equal quarterly instalments over two years. The transaction was financed with cash on hand.
All shares issued in the transaction have been issued pursuant to an exemption from applicable securities laws. There have been no finders' fees paid in connection with the transaction.