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- WELL completes transformational and highly accretive acquisition of 13 Healthcare Clinics in British Columbia, Canada. This acquisition more than triples the number of clinics owned and operated by
WELL to 19. When combined with WELL's current business, on a post transaction basis, WELL will serve more than 600,000 patient
visits1 per year
- Based on trailing performance and expected synergies, the new clinics are expected to drive more than $19M in Revenue and close to $1.2M in EBITDA2 to WELL over the next
12 months
- WELL now has approximately 357 health professionals and medical office staff working at its facilities inclusive of its
headquarters in Vancouver, BC
- Dr. Michael Frankel has officially been appointed Chief Medical Officer of the Company upon
closing
VANCOUVER, Nov. 1, 2018 /CNW/ - WELL Health Technologies
Corp. (TSX.V: WELL) (the "Company" or "WELL"), a company focused on mergers and acquisitions within the primary
healthcare and digital health sectors, is pleased to announce it has completed the previously announced acquisition of all the
issued and outstanding shares of thirteen private target companies that own and operate an aggregate of 13 primary healthcare
clinics in British Columbia (the "Transaction"). As of today, inclusive of the 13
acquired clinics, WELL owns and operates 19 medical clinics with approximately 357 clinic and head office doctors and staff
combined.
"It is our understanding that this acquisition creates the largest single chain of primary healthcare clinics in the
Province of British Columbia" said Hamed Shahbazi, Founder and
CEO of WELL. "Augmenting scale and investing in technology are foundational to our operating strategy so we are very pleased to
have completed this acquisition. We are also excited to welcome Dr. Michael Frankel and his
entire team of medical professionals, as well as non-medical personnel, to the WELL family. I am certain that with our
collective capabilities we will deliver on WELL's mission of positively impacting health outcomes by leveraging technology to
empower and support patients and doctors".
The total purchase price for the acquisition of the healthcare clinics was $6,352,044, allocated
as follows: (i) a payment upon closing of the Transaction of $4,959,202 consisting of $4,221,820 in cash and $737,382 issuable as 1,638,626 common shares of the
Company at a deemed price of $0.45 per share. The cash portion is subject to a 7.5% holdback to be
released after 3 months; and (ii) a time-based earn-out of $1,392,842 payable quarterly over 3
years consisting of $1,161,473 cash and $231,369 issuable as common
shares of the Company priced in the context of the market over time and subject to a floor of $0.45
per share. The transaction was financed with cash on hand. All amounts are in Canadian dollars.
"Over the last few months, I have had a chance to work closely with the team at WELL. I am very impressed with their corporate
vision and insight on how technology can enhance primary healthcare in Canada." said Dr.
Michael Frankel. "As WELL's Chief Medical Officer, I am excited about working with our doctors to
expand our clinical services and lead the way for the industry to create a more digital and convenient experience for our
patients".
The Transaction constitutes a fundamental acquisition in accordance with Policy 5.3 of the TSX Venture Exchange (the
"TSXV"). All shares issued in the Transaction are subject to a restricted period of four months and one day.
There are no finder's fees payable in connection with the Transaction.
Footnotes:
- Number of patient visits is based on actual results of the target companies during the past 12 months.
- Based on EBITDA contribution from existing clinics and planned synergies and other changes to number of professional health
staff.
About WELL:
Backed by legendary investor and business magnate Sir Li Ka-shing, WELL owns and operates Primary
Healthcare Facilities in Canada. WELL's overarching objective is to empower primary care doctors to provide the best and
most advanced care possible leveraging the latest trends in digital health. WELL physicians serve hundreds of thousands of
patient visits per year through its network of clinics. WELL is publicly traded on the TSX Venture Exchange under the
symbol WELL.V. WELL Health Technologies was recognized as a TSX Venture 50 Company in 2018.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed
Shahbazi"
Hamed
Shahbazi
Founder, Chief Executive Officer,
Chairman and Director
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD-LOOKING INFORMATION AND DISCLAIMERS
This news release contains certain forward-looking statements and information (collectively, "forward-looking statements")
within the meaning of applicable Canadian securities laws, including, without limitation, the expectation that the clinics will
serve more than 600,000 patient visits per year; the expectations that the Transaction may increase EBITDA by $1.2M and increase revenues by $19M in the next 12 months; the anticipated health
professionals and patient visit per year post-closing; the intention to scale operations and make technology investments; and the
accretive nature of the Transaction, including expected synergies thereof.
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", "intend", "estimate", "plan", "anticipate", "expect", "believe" or
"continue", or the negative thereof or similar variations. Although WELL believes that the expectations reflected in such
forward-looking statements are reasonable, such statements involve risks and uncertainties that may cause actual results or
events to differ materially from those anticipated and no assurance can be given that these expectations will be realized, and
undue reliance should not be placed on such statements.
Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Company and its
business following the closing of 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; that future results
may vary from historical results; and that market competition and other factors may affect the outcome of the Transaction and the
business, results and financial condition of WELL following the closing of the Transaction.
Certain material factors or assumptions are applied in making the forward-looking statements, including, without limitation,
the assumption that future results, including without limitation, sales and financial results, will be similar to past results;
the expectation related to future general economic and market conditions; the assumption that no adverse material changes will
occur in the business to be acquired or the markets in general; the assumption that any applicable regulatory approvals will be
obtained; and the assumption that the timing of events will occur as anticipated. Forward-looking statements and
information are based on the beliefs, assumptions and expectations of WELL's management on the date of this news release, and
WELL does not assume any obligation to update any forward-looking statement or information should those beliefs, assumptions or
expectations, or other circumstances change, except as required by securities law.
This news release contains future-oriented financial information and financial outlook information (collectively,
"FOFI") about WELL's prospective results of operations, including revenue and EBITDA, all of which are subject to the same
assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this news
release was made as of the date of this news release and was provided for the purpose of providing further information about
WELL's future business operations. WELL disclaims any intention or obligation to update or revise any FOFI contained in this news
release, whether as a result of new information, future events or otherwise, except as required by securities law. Investors are
cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed
herein.
Non-GAAP Financial Measures
This news release contains non-generally accepted accounting principles ("GAAP") financial measures. The non-GAAP
financial measures in this news release include EBITDA, or earnings before interest, taxes, depreciation and amortization.
Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance
prepared in accordance with GAAP. WELL utilizes both GAAP and non-GAAP financial measures to assess what it believes to be its
core operating performance and to evaluate and manage its internal business and assist in making financial operating decisions.
WELL believes that the inclusion of non-GAAP financial measures, together with GAAP measures, provides investors with an
alternative presentation useful to investors' understanding of WELL's core operating results and trends.
EBITDA
Management believes that EBITDA, or earnings before interest, taxes, depreciation and amortization, is a common measure used
to assess profitability before the impact of different financing methods, income taxes, depreciation and impairment of capital
assets and amortization of intangible assets. Estimation of revenues and EBITDA associated with the Company after the closing of
the Transaction are estimates based on previous performance and have been used for illustrative purposes only.
SOURCE WELL Health Technologies Corp.
View original content: http://www.newswire.ca/en/releases/archive/November2018/01/c8128.html