- ExecHealth, a provider of primary care and executive health
services in the Ottawa region, is
WELL's first acquisition of clinical assets in the Province of
Ontario.
- For the 12 months ended February 28,
2021, ExecHealth had unaudited revenues of approximately
$3M, of which greater than two-thirds
is considered recurring membership revenue with
EBITDA(1) Margins exceeding 50%.
- ExecHealth is expected to be a highly accretive acquisition and
has organically grown both its revenues and EBITDA at growth rates
of over 20% over the past three years.
- ExecHealth represents WELL Health Clinic Network's continued
expansion into the premium margin corporate and executive health
services market.
VANCOUVER, BC, May 3, 2021 /CNW/ - WELL Health
Technologies Corp. (TSXV: 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 completed its previously announced
acquisition (the "Transaction") of ExecHealth Inc.
("Exechealth"). ExecHealth is an omni-channel healthcare
provider located in Ottawa,
Ontario, specializing in corporate and executive health,
primary care and integrated health services.
"We are pleased to welcome the talented ExecHealth team to WELL
and expand our network into Ontario. They are an excellent
complement to our network given their strong embrace of technology
and the fact that they are delivering more than half of their
visits via telehealth," said Dr. Michael
Frankel, WELL's Chief Medical Officer. "ExecHealth has
an excellent record in providing outstanding patient care. We
are very excited about adding them to our growing network as this
acquisition represents an additional milestone in the execution of
our plans to further grow our presence in the premium margin
corporate and executive health segment. We are intent on
continuing to establish our technology enabled clinical group
across the country."
Since 2005, ExecHealth has provided medical care to
professionals and families, including executives, diplomats and
other professionals in the Ottawa
region. In addition to providing primary care services,
ExecHealth provides corporations and other organizations with
executive health, employee wellness, pre-employment and periodic
medical exams as well as other integrative services such as
physiotherapy and counselling services.
For the 12 months ended February 28,
2021, ExecHealth had unaudited revenues of approximately
$3M with
EBITDA(1) Margin greater than 50%. ExecHealth
is a high growth operation that has organically grown both its
revenues and EBITDA at growth rates of over 20% over the past three
years. ExecHealth has over 1,000 clients and greater than
two-thirds of its revenues are attributable to recurring membership
fees. As a result of the COVID pandemic, over half of
ExecHealth's patient visits are currently delivered via telehealth
vs. in-person consultations.
Transaction Details:
The Transaction was completed pursuant to a share purchase
agreement dated April 7, 2021 (the
"Share Purchase Agreement") with the shareholders of
ExecHealth Inc. ("ExecHealth"). WELL paid a purchase
price of approximately $12,625,500 to
complete the Transaction, consisting of: (i) $6,523,175 in cash, subject to customary
post-closing adjustments and holdbacks; (ii) $4,208,500 was satisfied through the issuance of
561,822 WELL common shares issued at the 5 day volume weight
average trading price prior to the announcement of the Transaction;
and (iii) up to $1,893,825 of which
is payable as a multi-year performance based earn-out that, if
payable, can be satisfied in cash or WELL common shares at the
election of WELL.
Footnotes:
|
1.
|
Earnings before
interest, taxes, depreciation, and amortization ("EBITDA") and
EBITDA Margin are each Non-GAAP measures. EBITDA should not be
construed as alternatives to net income/loss determined in
accordance with International Financial Reporting Standards
("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. For EBITDA reconciliation to Net income,
please refer to the Company's most recent Management Discussion and
Analysis on Sedar.com. EBITDA Margin is EBITDA as a percentage of
total revenue.
|
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and
Director
About WELL Health Technologies Corp.
WELL is an omni-channel digital health company whose overarching
objective is to empower doctors to provide the best and most
advanced care possible while leveraging the latest trends in
digital health. As such, WELL owns and operates primary and
executive healthcare clinics in both Canada and the US, operates a multi-national
digital Electronic Medical Records (EMR) business serving thousands
of healthcare clinics and health systems of all sizes, operates a
multi-national portfolio of telehealth services which includes one
of the largest telehealth service providers in Canada. WELL
is also a provider of digital health, billing and cybersecurity
related technology solutions. WELL's wholly owned subsidiary
CRH Medical is a leading provider of anesthesia services and the
patented O'Regan hemorrhoid banding product to gastrointestinal
focused clinics. WELL is an acquisitive company that follows a
disciplined and accretive capital allocation strategy. WELL
is publicly traded on the Toronto Stock Exchange under the symbol
"WELL". To access the Company's telehealth service,
visit: tiahealth.com, and for corporate information, visit:
www.well.company.
Forward-Looking Statements
Certain statements in this news release related to the Company
are forward-looking statements and are prospective in nature
including: the Company's expansion plans and the expected impact of
the acquisition on the Company. 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", "would", "intend", "estimate", "plan",
"anticipate", "expect", "believe" or the negative thereof or
similar variations. There are numerous risks and uncertainties that
could cause actual results and the Company's plans and objectives
to differ materially from those expressed in the forward-looking
statements, including: business disruption risks relating to
COVID-19; regulatory risks, including those related to healthcare,
privacy and data security; integration risks relating to the
acquired business on a post-closing basis or the ability of the
Company to realize on any expected benefits of the Transaction; and
other risks outlined in the Company's publicly filed documents
available on SEDAR. Actual results and future events could
differ materially from those anticipated in such information. These
and all subsequent written and oral forward-looking statements are
based on estimates and opinions of management on the dates they are
made and are expressly qualified in their entirety by this
notice. Except as required by law, the Company does not
intend to update these forward-looking statements.
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SOURCE WELL Health Technologies Corp.