- SleepWorks Medical is a leader in providing services for
patients who suffer from sleep disorders. Since inception,
SleepWorks has provided diagnostic services to over 10,000
patients.
- This transaction is immediately accretive to WELL Health. In
the past 12 months, SleepWorks generated more than $1.7M in revenues with EBITDA1 margins
exceeding 25%.
- SleepWorks has been a strategic partner and service provider to
WELL physicians for 6 years and is already a trusted vendor to
WELL's ecosystem.
VANCOUVER, July 18, 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 a definitive share purchase agreement
dated July 18, 2019 (the
"Agreement") with the shareholders of SleepWorks
Medical Inc. ("SleepWorks"), a private Canadian corporation,
pursuant to which WELL has agreed to acquire 51% of the issued and
outstanding shares of SleepWorks (the "Transaction").
The remaining 49% of the issued and outstanding shares of
SleepWorks will be retained by the former principal shareholders of
SleepWorks (the "Vendors"), who will continue to operate the
company on a post-closing basis.
"We're thrilled to welcome Larry
Bloom, co-founder of SleepWorks, and the rest of the
SleepWorks team to the WELL family," said Hamed Shahbazi, Chairman and CEO of WELL.
"SleepWorks has been a valued partner to WELL clinics for 6 years
and has earned the trust of many of our physicians for their
top-notch service."
Under the terms of the Agreement, the total consideration
payable by WELL in connection with the Transaction is $1,134,000, which will be allocated as follows:
(i) a cash payment in the amount of $524,475, (ii) $170,100 paid by the issuance of common shares in
the capital of WELL at a deemed price per share of $1.57, being equal to the prior 10-day average
trading price of WELL's common shares immediately prior to the
public announcement of the Transaction, subject to the policies of
the TSX Venture Exchange (the "TSXV"); (iii) $42,525 deposited by WELL and the Vendors into
escrow upon closing in accordance with the provisions of an escrow
agreement; and (iv) $396,900 payable
by WELL to the Vendors in cash or common shares of WELL at the
discretion of WELL during a time based earn-out period of 3 years.
WELL shall have the right to acquire the remaining shares it
doesn't acquire as part of the Transaction pursuant to a call
option.
SleepWorks is engaged in the business of providing services
in connection with the diagnosis and treatment of sleep disorders
and the sale of equipment related to sleep disorders. In the past
12 months, SleepWorks has generated more than $1.7M in revenues with EBITDA1 margins
exceeding 25%. SleepWorks currently provides services in 22
clinical locations throughout the Greater
Vancouver region, including all 19 of WELL Health's
clinics.
"WELL Health has been a great partner for us in the past and we
expect to work even closer together in the future", said
Larry Bloom, co-founder of
SleepWorks. "We are delighted to join the WELL team and look
forward to continuing to provide sleep related services to WELL's
growing number of patients".
Closing of the Transaction is subject to a number of
conditions, including receipt of any necessary corporate and
regulatory approvals, including the TSXV. All shares to be
issued in the Transaction will be issued pursuant to an
exemption from applicable securities laws and as such shall be
subject to a restricted period of four months and one day.
There are no finder's fees payable in connection with the
Transaction. The Company anticipates that the Transaction will
constitute an Expedited Transaction in accordance with the policies
of the TSXV.
- Unaudited EBITDA is 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.
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;
and the expectation of SleepWorks being immediately accretive to
WELL. 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.