- Aware MD Inc. ("Aware MD") is the owner of Cerebrum™ an
enterprise class EMR provider with a focus on Cardiology in
addition to other disease specialties including radiology,
endocrinology, and rheumatology.
- Aware MD, Canada's largest
cardiology specific outpatient EMR(2) supports
approximately 400 healthcare specialists including over 300
cardiologists providing care for over 2 million patients in
Ontario. WELL plans to expand Cerebrum to practitioners
throughout Canada.
- Over the past twelve months Aware MD generated approximately
$2 million in revenues, with strong
double-digit growth rates and positive adjusted
EBITDA(1).
- WELL's subsidiary, MyHealth Partners ("MyHealth") has
been an early user of Aware MD'S Cerebrum™ EMR to deliver high
quality patient care in cardiology.
VANCOUVER, BC, Sept. 23, 2021 /CNW/ - WELL Health Technologies
Corp. (TSX: WELL) (the "Company" or "WELL"), a
company focused on positively impacting health outcomes by
leveraging technology to empower healthcare practitioners and their
patients globally, announced today that it has entered into a
definitive share purchase agreement (the "Agreement") to
acquire all of the issued and outstanding shares of Aware MD,
for consideration of approximately $4,500,000 with a conditional earn-out based on
overall operating performance of up to $3,500,000 payable in cash and subject to certain
customary adjustments and conditional earn-out mechanisms (the
"Transaction"). Aware MD is the provider of Cerebrum™, a
clinical software for numerous disease specialties, utilized by
healthcare specialists mainly in Ontario, and Canada's largest cardiology specific
outpatient EMR(2).
Hamed Shahbazi, CEO and Founder
of WELL commented, "The proposed acquisition of Aware MD builds on
WELL's EMR business unit with a product that has dominant market
share amongst Cardiologists in Canada's largest province and positions WELL
to better support Cardiology practitioners across Canada. Adding Cerebrum™, a
best-in-class EMR to WELL's practitioner enablement platform for
key specialities is an exciting development. Cerebrum also
powers our MyHealth business which houses the largest group of
practicing cardiologists in Ontario. The integration of
clinical services from MyHealth and Aware MD technology will
further enhance the depth and usefulness of Cerebrum™ and allow
WELL to innovate and better support specialists."
Anatoly Langer, MD, Founder and President of Aware MD
added, "We are very pleased to be joining WELL. The
healthcare specialists we serve have demonstrated their keen
interest in furthering and evolving their use of digital tools and
technologies that enhance their practice. WELL's strength in
digital health makes it an ideal partner for Aware MD. We
believe Cerebrum™ and WELL can become a one-stop shop of digital
technologies for cardiologists and other specialists across the
country."
With the proposed acquisition of Aware MD, WELL is building on
its Canadian EMR presence, alongside Oscar PRO and IntraHealth's
Profile. Aware MD has generated approximately $2 million in revenues over the last twelve
months with strong double digit growth rates while remaining
EBITDA(1) profitable and has continued to build
purposely on its position as the preferred EMR for
cardiologists.
With synergies and opportunities for collaboration across the
EMR, apps, and specialty business units, the acquisition of Aware
MD will allow WELL to continue to unlock the value of its growing
ecosystem of tech-enabled healthcare businesses by providing
critical connective tissue to previously underserved healthcare
specialists. Aware MD's Cerebrum™ EMR will continue to power
MyHealth Partners, WELL's wholly owned subsidiary which is focused
on providing specialty care in a number of areas including its main
focus, cardiology. Furthermore, the addition of Cerebrum™
into the WELL EMR Group offers a new distribution channel to
healthcare specialists for WELL's other products and services,
including WELL's apps.health marketplace, allowing third party app
developers to have their digital applications available on a
multi-product suite of EMRs. WELL intends on expanding the
use of Cerebrum™ throughout Canada
and helping support cardiologists and other specialists with the
best practitioner enablement and related tools possible.
Suresh Madan, CEO of MyHealth
Partners, a WELL Health subsidiary stated, "We have been an early
user of Cerebrum™ to deliver high quality specialist care.
With Cerebrum™ in the WELL family, we will integrate further
to help develop patient engagement tools and improve the continuity
of care which is so critical in chronic disease management."
Transaction Details
The total consideration payable by WELL in connection with the
acquisition of Aware MD is approximately $4,500,000, payable in cash at closing. In
addition, WELL will pay a conditional earn-out based on overall
operating performance of up to $3,500,000. The consideration is subject to
standard closing adjustments and a working capital holdback. The
deal is expected to close in early Q4 -2021. Post-closing,
Aware MD will become a WELL EMR Group subsidiary and will be
operated by its current staff led by Drs. Galina and Anatoly Langer who are both licensed
cardiologists.
Footnotes
(1)
|
Non-GAAP
measure. Earnings before interest, taxes, depreciation and
amortization ("EBITDA") should not be construed as
alternatives to net income/loss determined in accordance with
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.
|
(2)
|
Cardiology specific
EMR means an EMR (Electronic Medical Records) or practice
management tool used by cardiologists that includes a DICOM
viewer.
|
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL is a technology enabled healthcare company whose
overarching objective is to positively impact health outcomes to
empower and support healthcare practitioners and their
patients. WELL has built an innovative practitioner
enablement platform that includes comprehensive end to end practice
management tools inclusive of virtual care and digital patient
engagement capabilities as well as Electronic Medical Records
(EMR), Revenue Cycle Management (RCM) and data protection
services. WELL uses this platform to power healthcare
practitioners both inside and outside of WELL's own omni-channel
patient services offerings. As such, WELL owns and operates
Canada's largest network of
outpatient medical clinics serving primary and specialized
healthcare services and is the provider of a leading
multi-national, multi-disciplinary telehealth offering. WELL
is publicly traded on the Toronto Stock Exchange under the symbol
"WELL" and is part of the TSX Composite Index. To learn more about
the Company, please visit: www.well.company.
About Aware MD
Aware MD is an enterprise class EMR provider with a strong
offering of products and services for disease specialties including
cardiology, radiology, endocrinology, and rheumatology. Aware MD
are the developers of the Cerebrum™ proprietary workflow solution
designed for specialists to manage busy and multi-diagnostic
practice. Aware MD supports approximately 400 healthcare
specialists providing care to approximately 2.5 million patients
across Canada.
Forward-Looking Information
This news release may contain "Forward-Looking Information"
within the meaning of applicable Canadian securities laws,
including, without limitation: information regarding the Company's
goals, strategies and growth plans; expectations regarding
continued revenue and EBITDA growth; the expected benefits and
synergies of completed acquisitions. Forward-looking
information are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by management, are
inherently subject to significant business, economic and
competitive uncertainties, and contingencies. Forward-looking
information generally can be identified by the use of
forward-looking words such as "may", "should", "will", "could",
"intend", "estimate", "plan", "anticipate", "expect", "believe" or
"continue", or the negative thereof or similar variations.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause future results,
performance or achievements to be materially different from the
estimated future results, performance or achievements expressed or
implied by those forward-looking statements and the forward-looking
statements are not guarantees of future performance. WELL's
statements expressed or implied by these forward-looking statements
are subject to a number of risks, uncertainties, and conditions,
many of which are outside of WELL 's control, and undue reliance
should not be placed on such statements. Forward-looking
statements are qualified in their entirety by inherent risks and
uncertainties, including: direct and indirect material adverse
effects from the COVID-19 pandemic; adverse market conditions;
risks inherent in the primary healthcare sector in general;
regulatory and legislative changes; that future results may vary
from historical results; inability to obtain any requisite future
financing on suitable terms; any inability to realize the expected
benefits and synergies of acquisitions; that market competition may
affect the business, results and financial condition of WELL and
other risk factors identified in documents filed by WELL under its
profile at www.sedar.com, including its most recent Annual
Information Form. Except as required by securities law, WELL
does not assume any obligation to update or revise any
forward-looking statements, whether as a result of new information,
events or otherwise.
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SOURCE WELL Health Technologies Corp.