- Acquisition will expand WELL's digital health portfolio in
providing Electronic Medical Records ("EMR")
services.
- OSCARprn is one of only three Chartered OSCAR providers in
the province of British Columbia.
OSCAR, an acronym for "Open Source Clinical Application Resource",
was developed by McMaster
University.
- OSCARprn provides SaaS (Software as a Service) OSCAR EMR services to approximately 71 clinics
in British Columbia, supporting
approximately 820 registered doctors and practitioners, and over
800,000 unique patients.
- With the proposed acquisition of OSCARprn, WELL will
increase its EMR services and support footprint to approximately
292 clinics with over 5.5 million patients.
VANCOUVER, May 23, 2019 /CNW/ - WELL Health
Technologies Corp. (TSX.V: WELL) (the "Company" or
"WELL"), a company focused on consolidating and modernizing
clinical and digital assets within the primary healthcare sector,
is pleased to announce it has entered into an arm's length share
purchase agreement dated May 22,
2019, with the shareholder of OSCARprn – Treatments
Solutions Ltd. ("OSCARprn"), whereby the Company has agreed
to acquire all of the issued and outstanding shares of OSCARprn
(the "Transaction").
The total consideration payable by WELL in connection with the
acquisition of OSCARprn is $876,000,
which shall be paid upon closing as follows: (i) $619,500 paid in cash and subject to a 7.5%
holdback to be released after 3 months; and (ii) $256,500 satisfied by the issuance of 373,906
shares in the capital of WELL at a price of approximately
$0.69 per share. The
Transaction will be financed with cash on hand.
"OSCARprn is the second acquisition in our digital health
portfolio and strongly complements our NerdEMR acquisition", said
Hamed Shahbazi, Founder and CEO of
WELL. "Following this acquisition, WELL will provide OSCAR EMR services to approximately 292 clinics
and will position us as one of the leading OSCAR service and
support providers in Canada."
OSCARprn is a trusted provider of EMR software, support and
other services that work with OSCAR, an open source EMR platform
developed by McMaster University in
Hamilton, Ontario. OSCARprn is one
of only three Chartered OSCAR providers in the province of British
Columbia. The Company provides OSCAR
EMR related services and support to approximately 71 medical
clinics in British Columbia,
approximately 820 practitioners, roughly half of which use the
software on any given month for billing purposes, and over 800,000
unique patients. Upon closing, OSCARprn's operations will
supplement and expand WELL's existing participation in the EMR
space through its subsidiary, NerdEMR. OSCARprn's founder,
Peter Everett, will assist WELL with
the transition of operations for a period of time following
closing.
"I am thrilled that OSCARprn will continue under a WELL brand as
I enter into retirement," said Peter
Everett. "This acquisition will ensure OSCARprn clients will
continue to thrive and prosper with WELL."
In addition to customary closing conditions, the transaction is
subject to approval from the TSXV. The Transaction is expected to
constitute an Expedited Acquisition in accordance with Policy 5.3
of the TSXV. All shares issued in the transaction will be
subject to a restricted period of four months and one day.
There are no finder's fees payable in connection with the
Transaction.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed
Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL
WELL is a unique company that operates Primary Healthcare
Facilities as well as a significant EMR or Electronic Medical
Records business that supports the digitization of such
clinics. WELL's overarching objective is to empower doctors
to provide the best and most advanced care possible leveraging the
latest trends in digital health. In the last 12 months, WELL
physicians served approximately 600,000 patient visits through its
network of 19 medical clinics. WELL is publicly traded on the
TSX Venture Exchange under the symbol WELL.V. WELL was
recognized as a TSX Venture 50 Company in 2018 and 2019.
Forward-Looking Statements
This news release may contain "forward-looking statements"
within the meaning of applicable Canadian securities laws,
including, without limitation: the closing of the Transaction; the
Company obtaining all consents and TSXV approval in order to close;
the anticipated number of clinics and practitioners of WELL
post-closing; the belief that such acquisition will position WELL
as one of the leading OSCAR providers in Canada; and that MR. Everett will transition
operations on a going-forward basis. Forward-looking statements 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. These statements 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 the inherent risks and uncertainties surrounding 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; the inability of WELL to complete the Transaction and
related transactions at all or on the terms announced; the TSXV not
approving the Transaction; risks relating to the satisfaction of
the conditions to closing the Transaction; that future results may
vary from historical results; and that market competition may
affect the outcome of the Transaction and the business, results and
financial condition of WELL following the closing of the
Transaction. 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.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE WELL Health Technologies Corp.