- WELL Health is acquiring CloudMD's Cloud Practice entity which
includes OSCAR1 based Juno EMR or "Electronic Medical
Record" and ClinicAid billing Software applications as well as
three primary care clinics located in the province of British Columbia.
- The combined entities serve more than 2,500 healthcare
practitioners across Canada and
represent WELL's entrance in the Alberta and Saskatchewan markets for its EMR and billing
products.
- Post transaction WELL expects the assets to operate profitably
while contributing more than $9M in
topline revenues.
- WELL will pay approximately $5.75
million for all assets, subject to post-closing adjustments
and holdbacks, reflecting an accretive transaction.
VANCOUVER, B.C, Oct. 11,
2022 /PRNewswire/ - 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 agreement to acquire Cloud Practice Inc.
("Cloud Practice") and three clinics (the
"Transaction") from CloudMD Software & Services Inc.
("CloudMD").
Hamed Shahbazi, CEO and Founder
of WELL, said, "This transaction demonstrates our dedication to
expanding and strengthening WELL's Canadian healthcare offering
through disciplined capital allocation. This acquisition will
also enable our EMR and billing divisions to enter new markets in
the Canadian Prairies where we look forward to supporting
healthcare practitioners' access to new digital health
innovations."
Cloud Practice is a medical software application company with
products including Juno EMR, a cloud based EMR solution based on
OSCAR1, and ClinicAid, a medical billing software used
by healthcare practitioners who don't need access to a full EMR.
Outside of WELL who is the largest provider of OSCAR1
EMR products and services, Juno EMR represented the largest
remaining asset and market share available in the OSCAR1
based EMR industry. Both Juno EMR and ClinicAid represent
WELL's entrance into the Alberta
and Saskatchewan markets for its
EMR and medical billing related lines of business. Both
assets will be integrated into WELL's Provider Solutions Business
Unit, under WELL's existing EMR and Billing platforms.
Amir Javidan, COO of WELL
commented, "This transaction is a win for healthcare practitioners
and their patients as it will allow software users and clinicians
joining our network to have access to WELL's innovative Apps.Health
platform which includes dozens of apps designed by leading
3rd party digital health companies providing advanced
physician tools such as an AI-powered virtual assistant to premium
digital patient engagement tools that can drive significant
operating efficiencies for clinics."
The three primary care clinics being acquired in the Transaction
currently have a total staff of 20 physicians operating out of two
clinics in Vancouver, BC and one
clinic in Surrey, BC. These
clinics are owned by subsidiaries of CloudMD, with all of the
shares of these entities being acquired as part of the Transaction.
These three clinics will be integrated into WELL's existing primary
care clinic network under WELL Health Canada Clinics Inc.
Transaction Details:
The consideration to be paid by WELL in connection with the
Transaction is $5,750,000, with
$5,100,000 to be paid in cash at
closing, and the balance subject to customary post closing
adjustments and holdbacks. Closing of the Transaction is expected
in Q4 2022 and is subject to standard closing conditions.
INFOR Financial Inc. acted as exclusive financial advisor and
Cassels Brock & Blackwell LLP
acted as legal advisor to CloudMD.
Notes:
1. OSCAR, an
acronym for "Open Source Clinical Application Resource", is an
open-source EMR system developed by McMaster University's
Department of Family Medicine to inspire collaboration between the
wide spectrum of health professionals with the goal to drive
downstream benefits to patient care.
|
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, the
expected topline revenue associated with the assets, and clinic
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.