- INLIV, a premium omni-channel provider of primary care,
consumer preventative health, corporate and executive health in the
Greater Calgary region, is WELL's
first acquisition in the Province of Alberta.
- For the 12 months ended April 30,
2022, INLIV had revenues of approximately $7.3M with double digit Adjusted
EBITDA(1) margins.
- INLIV has over 1,000 customers and 85%+ of its revenues are
attributable to recurring membership fees.
- INLIV is expected to be a highly accretive acquisition and
represents WELL Health Clinic Network's continued expansion into
the premium preventative, corporate and executive health services
market with annual revenues approaching $20M per year in premium executive and corporate
health revenues alone.
VANCOUVER, BC, June 21,
2022 /CNW/ - WELL Health Technologies
Corp. (TSX: WELL) (the "Company" or "WELL"),
a digital health company focused on positively impacting health
outcomes by leveraging technology to empower healthcare
practitioners and their patients globally, is pleased to announce
it has entered into an asset purchase agreement to acquire the
assets of INLIV Inc. ("INLIV") (the "Transaction").
INLIV is a healthcare provider located in Calgary, Alberta, specializing in consumer
preventative health, corporate and executive health, primary care,
cosmetics, fitness, and integrated health services.
"We are pleased to welcome the talented INLIV team to WELL and
establish our Omni-Channel patient services network in Alberta", said Dr. Michael Frankel, WELL's Chief Medical
Officer. "INLIV has an excellent track record in providing
outstanding patient care. We are very excited about adding
them to our network as this planned acquisition represents the
continued execution of our plans to further grow our presence in
the premium corporate and executive health segment. We are intent
on continuing to establish our technology enabled clinical group
across the country."
Jeremy Mickolwin, WELL's Vice
President of Clinic Operations commented, "WELL's premium portfolio
of executive health operations is performing very well while
delivering outstanding patient services. For this reason, we
are very excited to grow our executive health network with the
planned acquisition of INLIV. We are actively looking at similar
opportunities across the country as we look to establish WELL as
one of the leading national providers of executive health in
Canada".
Since 1978, INLIV has provided medical care to professionals and
families, including executives, and other professionals in the
Greater Calgary region. In
addition to providing primary care services, INLIV provides
corporations and other organizations with executive health,
employee wellness, aesthetics, and periodic medical exams as well
as other integrative services such as physiotherapy and counselling
services.
Deanna Zumwalt, President &
CEO of Coril Holdings Ltd. and INLIV's sole shareholder commented,
"We are excited at the prospect of becoming a long-term shareholder
in WELL as part of this Transaction, and believe WELL is best
positioned to unlock the value of INLIV's corporate and executive
health business as they look to grow their national clinical
strategy from coast to coast."
INLIV currently has a total staff of more than 50 people,
including 23 care providers and clinicians providing outstanding
care to more than 1,000 clients. For the 12 months ended
April 30, 2022, INLIV had revenues of
approximately $7.3M and double digit
Adjusted EBITDA(1) margins. Greater than 85%+ of its
revenues are attributable to recurring membership fees.
"INLIV is thrilled to join the WELL group of companies. WELL's
focus on the use of technology to provide the most advanced care
possible is fully in line with INLIV's strategic vision," said
Vince Danielsen, CEO of INLIV.
"By leveraging WELL's expansive portfolio of medical technologies
and clinic network, we believe this opportunity will allow INLIV to
seek further growth and enhance our patient offering."
Transaction Details:
Pursuant to the asset purchase agreement, WELL will pay the
following consideration: (i) $1,609,195 payable in cash, shares or a
combination of cash and shares at WELL's sole discretion upon
closing of the Transaction, subject to customary closing and
post-closing adjustments; and (ii) a 120-day general holdback
("Holdback Period") amount of $240,375 payable in cash, shares or a
combination of cash and shares at WELL's sole discretion. The
Transaction is conditional to INLIV's sole shareholder, Coril
Holdings Ltd., a privately owned family enterprise with 124-year
history operating businesses in a diverse set of industries to
purchase WELL's shares to the extent the Transaction comprises of
any cash consideration after closing of the Transaction and end of
the Holdback Period on the open market over the respective
proceeding 15 business day period subject to certain
restrictions. The Transaction is expected to close in
Q3-2022.
Footnotes:
|
1. Non-GAAP
financial measure. Earnings before interest, taxes,
depreciation, and amortization ("EBITDA") and Adjusted EBITDA
should not be construed as alternatives to net income/loss
determined in accordance with IFRS. EBITDA and Adjusted
EBITDA do not have any standardized meaning under IFRS and
therefore may not be comparable to similar measures presented by
other issuers. WELL defines Adjusted EBITDA as EBITDA before
transaction, restructuring, and integration costs, time-based
earn-out expense, change in fair value of investments, share of
loss of associates, foreign exchange gain/loss, and stock-based
compensation expense. The Company considers Adjusted EBITDA a
financial metric that measures cash that 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 Health Technologies
Corp.
WELL is a practitioner focused digital 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 on OTCQX under the symbol "WHTCF". To
learn more about the Company, please visit: www.well.company.
Forward-Looking
Information
This news release may contain "Forward-Looking Information"
within the meaning of applicable Canadian securities laws,
including without limitation the completion of the Transaction and
INLIV's future growth. Forward-Looking Information is 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 Information
involves 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 such Forward Looking
Information and, which are not guarantees of future
performance. WELL's statements expressed or implied by
Forward Looking Information 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 Information is 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 information, whether as a result of new
information, events or otherwise.
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SOURCE WELL Health Technologies Corp.