VitalHub Corp. (the “Company” or “VitalHub”) (TSXV: VHI) is pleased
to announce today that on August 28, 2020 it entered into an
agreement (the “Agreement”) to acquire all of the issued and
outstanding shares (the “Acquisition”) of UK company Transforming
Systems Ltd. (“Transforming Systems”).
Total consideration to be paid by VitalHub is
expected to be approximately £6,000,000 (the “Purchase Price”). The
Purchase Price is composed of a £2,700,000 (the “Share Component”)
issuance of common shares of VitalHub (“Common Shares”) and a cash
payment (the “Cash Component”) which VitalHub estimates will be
approximately £3,300,000.
The Share Component shall be composed of that
number (the “Shares”) of Common Shares equal to £2,700,000
multiplied by 1.7331, being the exchange rate between the Canadian
dollar and the Pound sterling on August 27, 2020, divided by $2.11
(the “Share Purchase Price”). VitalHub also has the option to elect
on closing of the Acquisition to pay up to 50% of the Share
Component in cash (the “Cash Option”). This results in a minimum of
1,108,971 Shares and a maximum of 2,217,943 Shares that may be
issued by VitalHub on closing of the Acquisition, pursuant to the
Share Component.
The Corporation has also agreed to certain
additional cash payments to the shareholders of Transforming
Systems pursuant to an earn-out clause triggered on achievement of
certain business milestones of Transforming Systems in the
proceeding three (3) year period.
£300,000 of the Cash Component will be subject
to escrow, to be released five (5) months post-closing, subject
only to reduction in the event the funds in escrow are required for
an indemnity claim made by VitalHub, or any purchase price
adjustment, in accordance with the Agreement. In addition, the
Share Component shall be held by the applicable escrow agent and
released to the Vendors in four (4) equal and consecutive
semi-annual installments over a twenty-four (24) month period
following the Closing Date.
The Company currently has 26,671,712 Common Shares issued and
outstanding. Upon delivery of the Share Component, the Company will
have a total 27,780,683, if the Cash Option is exercised in full,
or a total of 28,889,655, if the Cash Option is not exercised,
issued and outstanding Common Shares. VitalHub anticipates that the
Acquisition will close on or around September 9, 2020 and is
subject to customary closing conditions.
Transforming Systems was established to solve
the challenges associated with how to capture, transform, and
provide actionable insights from a wide range of health data to
drive behavioural change. Working with their National Health
Services (“NHS”) partners, they deliver award winning patient flow
visibility solutions through their “SHREWD platform.” The SHREWD
platform and portfolio of modules, have the ability to take complex
data from all system providers across health and social care,
creating clear visibility of pressure and potential impact on
demand and capacity. This whole system visibility enables teams to
unite and take action, with an integrated, cross-system response,
tackling and preventing pressure peaks. Transforming Systems began
commercializing their solutions in 2015 and has its main office in
London, United Kingdom with staff and operations, composed of 28
employees, located throughout the UK. Their solutions are currently
used at 37 regional NHS organizations in the UK. Transforming
Systems are a “NHS National Innovation Accelerator” with two of
their current solutions.
For the trailing 12-month period, as of July 31,
2020, Transforming Systems had (unaudited): total revenue of
£2,218,192 including recurring revenue of £1,880,962, with a loss
of £240,762 over the same time period. Transforming Systems’ cash
on hand after a closing net equity adjustment will approximately be
£1,000,000 with no debt.
“Transforming Systems represents our fourth
acquisition in the Patient Flow and Operational visibility space
and is highly synergistic with our MCAP, Oculys and Intouch With
Health solutions,” said Dan Matlow, CEO of VitalHub Corp. “Globally
we are seeing the restructuring of health care systems to be
regionally centric clusters of services that collectively service
patients in a coordinated fashion. Transforming Systems is the
leading solution within the NHS that provides integrated,
regionally based real time performance data. This information
allows regions to react to pressures within the health system in a
prompt and coordinated fashion. It has proved to be invaluable
during the COVID-19 response within the NHS. We like the
opportunity to expand the solution within the NHS and Globally as
we believe it is unique and applicable outside of the UK as
well.”
“The benefits of collaboration will be
significant, and we are looking forward to combining our platform
and actionable insight products with VitalHub’s broader healthcare
portfolio,” said Colin Rees, Chair of Transforming Systems. “This
will provide additional opportunities in the UK as well as
globally”.
ABOUT TRANSFORMING SYSTEMS HEALTH
INFORMATICS INC.
In 2015, Transforming Systems began commercializing their
solutions to help the NHS solve a fundamental challenge surrounding
lack of access to real-time information across its multitude of
services. Developed over the course of a 6-year R&D process,
Transforming Systems’ product portfolio, SHREWD, aims to solve the
challenge of capturing and transforming high quality data on
fluctuating scales, from varying sources.
The product portfolio facilitates secure, real-time data
collection, analysis and forecasting, at a price that is accessible
to all health and social care commissioners. Once captured, data
collected via the SHREWD empowers NHS teams to determine actionable
insights from a wide range of healthcare data, leading to improved
organizational efficiencies and resource utilization, ultimately
aiming to improve the delivery of patient care.
ABOUT VITALHUB
Software for Health and Human Services providers
designed to simplify the user experience & optimize
outcomes.
VitalHub provides technology to Health and Human
Services providers including; Hospitals, Regional Health
Authorities, Mental Health, Long Term Care, Home Health, Community
and Social Services. VitalHub solutions span the categories of
Electronic Health Record (EHR), Case Management, Care Coordination,
Patient Flow & Operational Visibility, and DOCit Mobile
Apps.
The Company has a robust two-pronged growth
strategy, targeting organic growth opportunities within its product
suite, and pursuing an aggressive M&A plan. Currently,
VitalHub serves 275+ clients across Canada, USA, UK,
Australia, Qatar, and Latvia. VitalHub is based in Toronto, Canada,
with an offshore development hub in Sri Lanka. The Company is
publicly traded on the TSX Venture Exchange under the symbol
“VHI”.
CAUTIONARY STATEMENT
This press release includes forward-looking
statements regarding the Corporation and its business, which may
include, but is not limited to, statements with respect to the
appointment of a new directors. Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "is expected", "expects", "scheduled", "intends",
"contemplates", "anticipates", "believes", "proposes" or variations
(including negative variations) of such words and phrases, or state
that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved. Such statements
are based on the current expectations of the management of each
entity and are based on assumptions and subject to risks and
uncertainties. Although the management of each entity believes that
the assumptions underlying these statements are reasonable, they
may prove to be incorrect. The forward-looking events and
circumstances discussed in this release, may not occur by certain
specified dates or at all and could differ materially as a result
of known and unknown risk factors and uncertainties affecting the
companies, including risks regarding the technology industry,
failure to obtain regulatory or shareholder approvals, market
conditions, economic factors, the equity markets generally and
risks associated with growth and competition. Although the
Corporation has attempted to identify important factors that could
cause actual actions, events or results to differ materially from
those described in forward-looking statements, there may be other
factors that cause actions, events or results to differ from those
anticipated, estimated or intended. No forward-looking statement
can be guaranteed. Except as required by applicable securities
laws, forward-looking statements speak only as of the date on which
they are made and the Corporation undertakes no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events, or otherwise.
CONTACT INFORMATION
Dan Matlow
Chief Executive Officer, Director
(416) 727-9061
dan.matlow@vitalhub.com
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