Teladoc, Inc. (NYSE:TDOC), the nation’s first and largest
telehealth platform, today announced the completion of its
acquisition of Best Doctors, the world’s leading expert medical
consultation company focused on improving health outcomes for the
most complex, critical and costly medical issues. With its newly
acquired global footprint, network of more than 50,000 medical
experts, and unmatched reputation for delivering quality outcomes,
Teladoc is prepared to deliver on its vision to provide a central,
trusted source for patients to get resolution to their healthcare
needs.
“Today we take a tremendous step forward as we continue to
deliver on our promise to transform the healthcare experience; to
provide an unprecedented, single-point of access for resolution to
the widest spectrum of medical conditions, delivered via a virtual
platform,” said Teladoc CEO, Jason Gorevic. “We look forward
to the impact that we can make as one company, and are excited to
lead our members and the greater healthcare community on the
journey ahead.”
Teladoc will marry its award-winning technology,
industry-leading engagement capabilities, and robust, scalable
platform with Best Doctors’ world-renowned network of medical
experts across 450 specialties. As a Teladoc company, Best Doctors
will maintain its trusted brand identity and continue to redefine
the standard for high acuity, complex care cases with a
patient-centric clinical model using analytics expertise and
patient decision-support. These combined capabilities will provide
employers, health plans and health systems with a comprehensive
solution for patients to seek resolution for everything from a
child’s fever, to personal anxiety, to a parent’s heart condition,
with convenient access in the U.S. and around the globe.
Pursuant to the definitive agreement announced on June 19, 2017,
Best Doctors shareholders will receive $375 million in cash and $65
million in Teladoc common stock from the issuance of approximately
1.9 million shares. The Company had approximately 62.9 million
shares outstanding as of June 30, 2017, and approximately 64.8
million shares outstanding as of July 14, 2017, reflecting this
issuance. As previously communicated, Teladoc will update its 2017
annual guidance to reflect the addition of Best Doctors when it
reports second quarter 2017 earnings results on August 2, 2017.
For more information about how Teladoc is transforming
healthcare with Best Doctors, visit here.
In connection with the acquisition of Best Doctors, and
effective as of the closing date, Teladoc granted to six employees
of Best Doctors, and one new employee of Teladoc, stock option
awards covering an aggregate 400,789 shares of Teladoc common stock
and restricted stock unit awards covering 191,176 shares of Teladoc
common stock. The stock option awards each have an exercise price
of $35.45. These awards include a grant to Peter McClennen of a
stock option award covering 123,320 shares of Teladoc common stock
and a restricted stock unit award covering 58,824 shares of Teladoc
common stock. The other recipients of these equity awards are Lewis
Levy, John McLean, Kelly Bliss, Suzanne Leary, David Harrison and
David Schloss. These equity awards will generally vest based on
continued service to Teladoc over the four years following the date
of grant, except for Mr. McClennen’s awards, which vest in two
equal annual installments following the date of grant. The stock
option and restricted stock unit awards were approved by the
Compensation Committee of the Board of Directors of Teladoc and
were granted under the Teladoc, Inc. 2017 Employment Inducement
Incentive Award Plan as employment inducement awards pursuant to
NYSE rules.
About Teladoc, Inc.Teladoc, Inc. (NYSE:TDOC) is
the nation’s first and largest telehealth platform. Recognized
by MIT Technology Review as one of the “50 Smartest Companies,”
Teladoc is forging a new healthcare experience with an innovative
portfolio of virtual care delivery solutions. Currently,
Teladoc serves more than 7,500 clients – from payers to providers
to employers – and more than 20 million members who connect within
minutes to Teladoc’s network of more than 3,100 board-certified,
state-licensed physicians and therapists, 24/7. Teladoc’s services
and solutions marry a highly engaging consumer experience with the
latest in data & analytics, and a highly flexible technology
platform. Teladoc has delivered more than 2.5 million medical
visits for general medical, dermatology, counseling, psychiatry,
sexual health, and tobacco cessation.
About Best Doctors Founded in 1989 by Harvard
Medical School physicians, Best Doctors is the world’s leading
medical consultation company that connects individuals facing
difficult diagnostic or medical treatment decisions with the best
doctors, ranked by impartial peer review in over 450 subspecialties
of medicine, to review their diagnosis and treatment plans. Best
Doctors serves millions of members worldwide utilizing access to
the brightest minds in medicine, analytics and technology to
deliver improved health outcomes while reducing costs. A Best
Doctors expert opinion led to a change or refinement of diagnosis
in 37% of cases that the company reviewed, as well as a change or
improvement of treatment plans in 75% of cases.
Cautionary Note Regarding Forward-Looking
StatementsThis press release contains “forward-looking
statements” within the meaning of the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995 concerning
Teladoc, Best Doctors, the proposed acquisition of Best Doctors and
other matters. Forward-looking statements can be identified by
words such as: “anticipate,” “intend,” “plan,” “believe,”
“project,” “estimate,” “expect,” “may,” “should,” “will” and
similar references to future periods. Examples of forward-looking
statements include, among others, statements we make regarding the
intended acquisition of Best Doctors, future revenues, future
earnings, future numbers of members or clients, litigation
outcomes, regulatory developments, market developments, new
products and growth strategies, and the effects of any of the
foregoing on our future results of operations or financial
conditions.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of the control of Teladoc and Best Doctors. Our
actual results and financial condition may differ materially from
those indicated in the forward-looking statements. Important
factors that could cause our actual results and financial condition
to differ materially from those indicated in the forward-looking
statements include, among others, the following: (i) risks related
to the acquisition of Best Doctors, including failure to obtain
applicable regulatory approvals in a timely manner or at all,
integration risks, exposure to international operations and failure
to achieve the anticipated benefits of the acquisition; (ii)
changes in laws and regulations applicable to our business model;
(iii) changes in market conditions and receptivity to our services
and offerings; (iv) results of litigation; (v) the loss of one or
more key clients; and (vi) changes to our abilities to recruit and
retain qualified providers into our network. For a detailed
discussion of the risk factors that could affect our actual
results, please refer to the risk factors identified in our SEC
reports, including, but not limited to our Annual Report on Form
10-K and Quarterly Reports on Form 10-Q, as filed with the
Securities and Exchange Commission.
Any forward-looking statement made by us in this press release
is based only on information currently available to us and speaks
only as of the date on which it is made. We undertake no obligation
to publicly update any forward-looking statement, whether written
or oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise.
Media Contacts:
Courtney McLeod
Director of Public Relations, Teladoc
914-265-6789
cmcleod@teladoc.com
Maura Siefring
GCI Health for Teladoc
215-837-8450
Maura.Siefring@gcihealth.com
Investor Contact:
Jisoo Suh
Director of Investor Relations
914-265-6706
jsuh@teladoc.com
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