MCI Onehealth Technologies Inc. (“MCI” or the “Company”) (TSX:
DRDR) has entered into a series of share purchase agreements to
acquire (the “Transaction”) an 80% interest in Canadian Phase
Onward Inc., North York Pulmonary Function Center Inc., The Quit
Clinic Inc. and Executive Medical Concierge Canada Ltd.
(collectively, “Polyclinic”) through its subsidiary MCI Polyclinic
Group Inc. (“MCI Polyclinic”).
Investor highlights
- The Transaction is expected to be immediately accretive to
MCI’s EBITDA.
- Dr. Lew Pliamm, the founder of Polyclinic, will continue to be
actively involved with MCI Polyclinic going forward.
- The strategic acquisition will give MCI the opportunity to
provide its clients with a full range of medical services under one
roof, both virtually and in-person.
- MCI Polyclinic is expected to generate annualized gross revenue
in excess of $ 5.0 million and annualized adjusted EBITDA in excess
of $1.0 million.
MCI Polyclinic will consist of 4
different types of medical facilities
- Canadian Phase Onward – a clinical research
organization with seasoned expertise in clinical studies, trial
recruitment and management.
- North York Pulmonary Function Center – an
exemplary innovative partnership that enables efficient on-site
community access to pulmonary diagnostic services that are normally
hospital-based.
- The Quit Clinic o/a Polyclinic Family and
Specialty Medicine Facility – primary care, specialist, and
diagnostic clinics, with annual patient volumes exceeding 100,000
patient visits per year.
- Executive Medical Concierge Canada – an
executive healthcare practice with a growing client list, that can
be leveraged by MCI’s client base and 400+ corporate clients.
An integrated care model that will
enhance access, quality and efficiency
- The MCI Polyclinic facility will offer patients the convenience
of having integrated services under one roof, including access to
more than 50 primary care physicians and specialists, labs, and
clinical trials.
- Integrated patient record and referral systems will allow
diverse care providers to operate as an efficient team, with the
patient at the center, with greater quality control, information
sharing and responsiveness.
- The internal patient referral system created by this
Transaction will help capture the needs of patients who would
otherwise struggle to find timely, specialized care.
A strategic addition to MCI’s growing
ecosystem
The Transaction is expected to add a flagship
facility to MCI’s growing health services ecosystem which already
includes a virtual care platform, primary and urgent care clinics
in Ontario and Alberta, specialist services, a corporate health
division and a technology-enabled network of wholly-owned and
affiliated medical and diagnostic services. The Transaction will
also expand MCI’s footprint in Ontario and will give patients
access to a greater scope of medical services in one location,
while building on its continuity of care between virtual and
in-person visits with the same physician.
“MCI Polyclinic will be the centralized physical
example of the personalized health care model we’ve strategically
built across the MCI ecosystem both digitally and physically. It
will serve as our flagship for the type of care that patients want
and deserve – the highest quality, the most convenient and
efficient, with the greatest access to services, ongoing attention
to their individual diagnoses and treatments and more-readily
available access to in-house advanced clinical treatment and
research opportunities” said Dr. Alexander Dobranowski, CEO of
MCI.
“We’re thrilled for our patients that, in MCI,
we have found a like-minded partner with the financial resources,
care-network assets, leadership and vision to scale the Polyclinic
model,” said Dr. Lew Pliamm, founder of Polyclinic. “MCI has
enhanced its model of care with their recent strategic and
value-add partnerships that will lead to more personalized medicine
options for our patients.”
MCI believes that Polyclinic’s integrated care
model will enhance access, quality and efficiency of health
services to the Company’s and Polyclinic’s patients through the
convenience of integrated virtual and in-person care, integrated
patient record and referral systems, as well as improved quality
control and responsiveness. “With integrated systems and
data-driven tools we plan to unlock meaningful insights from
consistent and high-quality structured clinical information. These
insights will enable MCI’s technology, research, and precision
medicine roadmap, designed to provide a data-driven, deeply
personalized patient profile, accurate and faster diagnosis and
expanded treatment options,” said Saleema Khimji, MCI’s Chief
Innovation Officer.
MCI will maintain its focus on advancing
medicine, so it is truly preventative and, most importantly and
most central to the MCI vision, truly personalized in order to
improve patient outcomes and save lives. “This model of care
provides personalized medicine for patients today, and personalized
intelligence for their future care. And with MCI Polyclinic, we
plan to leverage MCI’s growing personalized care ecosystem to
continue improving an innovative model for our patients,” said Dr.
Dobranowski.
Terms of acquisition
Pursuant to the terms of the Transaction, MCI
and the vendors have agreed that MCI will acquire all of the issued
and outstanding shares of Canadian Phase Onward Inc., North York
Pulmonary Function Center Inc., The Quit Clinic Inc. and Executive
Medical Concierge Canada Ltd. for consideration consisting of: (i)
cash consideration in the amount of C$ 5,416,000; (ii) the issuance
of C$ 384,000 in Class A Subordinate Voting Shares in the capital
of MCI (“MCI Shares”), at a deemed price per MCI Share to be
determined based on the volume weighted average market price at the
time of closing; and (iii) a 20% ownership in interest in MCI
Polyclinic. Closing is expected to occur on or about July 30,
2021.
No securities regulatory authority has either
approved or disapproved of the contents of this press release.
Completion of the Transaction is subject to the receipt of
customary approvals, including, but not limited to, the approval of
the Toronto Stock Exchange.
About MCI
MCI is a healthcare technology company focused
on empowering patients and doctors with advanced technologies to
increase access, improve quality, and reduce healthcare costs. As
part of the healthcare community for over 30 years, MCI operates
one of Canada’s leading primary care networks with 25 clinics,
serves over 850,000 patients annually and had over 200,000
telehealth visits last year. MCI additionally offers an expanding
suite of occupational health service offerings that support a
growing list of over 400 corporate customers. Led by a proven
management team of doctors and experienced executives, MCI remains
focused on executing a strategy centered around acquiring
technology and health services that complement MCI’s current
roadmap. For more information, visit mcionehealth.com.
For IR enquiries please
contact:Fernando Massalin | ir@mcionehealth.com | +1 (416)
440-4040 ext. 155
For media enquiries please
contact:Nolan Reeds | nolan@mcionehealth.com | +1 (416)
440-4040 ext. 158
Forward-Looking Statements
This press release contains forward-looking
information and forward-looking statements (together,
“forward-looking statements”) within the meaning of applicable
securities legislation, which reflect MCI’s current expectations
regarding future events, including statements relating to: the
Transaction; MCI’s business plan and strategic focus; MCI
Polyclinic; patient care; MCI’s health services ecosystem; the
benefits of the Transaction and MCI’s partnerships; personalized
medicine; Polyclinic’s integrated care model; the benefits of
clinical information; MCI’s technology, research and precision
medicine roadmap; and closing of the Transaction. In some cases,
but not necessarily in all cases, forward-looking statements can be
identified by the use of words or phrases such as “believe”,
“continue”, “expect”, “grow”, “plan” or variations of such words
and phrases or state that certain actions, events or results “may”,
“could”, “would”, “might” or “will” occur. All statements and
disclosures, other than those of historical fact, which address
activities, events, outcomes, results or developments that the
Company anticipates or expects may, or will occur in the future (in
whole or in part) should be considered forward-looking statements.
Forward-looking statements are based on a number of assumptions and
is subject to a number of risks and uncertainties, many of which
are beyond MCI’s control, which could cause actual results and
events to differ materially from those that are disclosed in or
implied by such forward-looking statements. Such risks and
uncertainties include that: the Transaction may not be completed in
the timelines anticipated, in the manner anticipated or at all; the
Transaction may not have the results currently anticipated by the
Company; the Company may be unable to integrate Polyclinic’s
business with its own in the timelines anticipated, in the manner
anticipated or at all; increased costs and expenses; reliance on
industry partners; technologies and services not functioning as
expected; third parties not using technologies and services as
expected; economic conditions making technologies and services less
attractive than anticipated, competitors in the Company’s industry;
the possibility of a breakdown in the relationship between
Polyclinic and the Company, and other factors discussed under “Risk
Factors” in the Company’s annual information form for the year
ended December 31, 2020 which is available under the Company’s
profile on SEDAR at www.sedar.com. Readers are cautioned that the
foregoing list of factors is not exhaustive and are cautioned not
to place undue reliance on these forward-looking statements. All
forward-looking statements made in this press release are made as
of the date hereof and MCI does not undertake any obligation to
update such forward-looking statements, whether as a result of new
information, future events or otherwise, except as expressly
required by applicable law.
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