VANCOUVER, Dec. 2, 2019
VANCOUVER, Dec. 2, 2019 /CNW/ – WELL Health Technologies Corp. (TSX.V: 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, further to its news release dated September 25, 2019, that it has acquired all of the issued and outstanding shares of OSCARwest (the “Transaction“).
“We are delighted to add OSCARwest to the WELL EMR Group, as it is solidifies our position as the third largest EMR service provider in Canada and one of the premiere service providers in BC, supporting almost 400 clinics in the province alone,” said Hamed Shahbazi, Chairman and CEO of WELL. “We welcome OSCARwest founder Patti Rodger Kirkpatrick and the OSCARwest team to WELL. In addition, we are excited to have Patti join our advisory board as her wealth of knowledge and experience will be a great asset to both WELL and the OSCAR community.”
In consideration for the acquisition of OSCARwest, the Company paid an aggregate purchase price of $1,350,000, consisting of: (i) a cash payment upon closing of the Transaction of $732,500, with an additional $100,000 held in escrow in accordance with the terms of an escrow agreement; (ii) $230,000 paid in common shares of the Company at a price of approximately $1.62 per share; and (iii) a time-based earn out of $287,500 which is payable by WELL in quarterly cash payments over a period of 3 years.
OSCARwest has been providing OSCAR EMR services since 2003 and was the first OSCAR service provider in BC. OSCARwest provides EMR services to 90 medical clinics in British Columbia, supporting over 1,100 registered physicians and practitioners. With the acquisition of OSCARwest, and the proposed acquisition of Trinity Healthcare Technologies announced on November 21, 2019, WELL is expecting to increase its EMR business to approximately 1,446 healthcare clinics servicing over 8,280 physicians and practitioners across Canada. The acquisition of OSCARwest, along with the prior acquisitions of NerdEMR and OSCARprn, completes WELL’s acquisition of all three Chartered OSCAR service providers in the province of British Columbia.
“We are thrilled to be joining WELL Health, which has proven to be a committed and reliable EMR provider”, said Patti Rodger Kirkpatrick, founder and CEO of OSCARwest. “I believe our customers, and the OSCAR community as a whole, will benefit from WELL’s vision and future growth plans. Furthermore, I look forward to continuing to serve the OSCAR community through WELL’s advisory board”.
All shares issued in the Transaction are subject to a restricted period of four months and one day. There were no finder’s fees paid in connection with the Transaction.
1OSCAR, an acronym for “Open Source Clinical Application Resource”, was developed by McMaster University 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”
Chief Executive Officer, Chairman and Director
WELL is a unique company that operates Primary Healthcare Facilities as well as a significant EMR or Electronic Medical Records business that supports the digitization of such clinics. WELL currently owns and operates 19 primary health medical clinics, is a majority owner of SleepWorks Medical and provides EMR software and service to approximately 946 medical clinics across Canada. WELL’s overarching objective is to empower doctors to provide the best and most advanced care possible leveraging the latest trends in digital health. WELL is publicly traded on the TSX Venture Exchange under the symbol “WELL.v”. WELL was recognized as a TSX Venture 50 Company in 2018 and 2019.
This news release may contain “forward-looking statements” within the meaning of applicable Canadian securities laws, including, without limitation: that OSCARwest will be able to continue servicing the same number of clinics, physicians, and practitioners; that the acquisition of OSCARwest will cause WELL to significantly grow its EMR network footprint in Canada; that WELL will continue to be the third largest EMR service provider in Canada, and a premiere service provider in British Columbia; that Patricia Rodger Kirkpatrick’s wealth of knowledge and experience will be a great asset to both WELL and the OSCAR community; the proposed acquisition of Trinity Healthcare Technologies, and its contribution to WELL’s increased EMR market shares; that the OSCAR community will benefit from WELL’s vision and future growth plans. Forward-looking statements are necessarily 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. These statements 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 statements involve 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 those forward-looking statements and the forward-looking statements are not guarantees of future performance. WELL’s statements expressed or implied by these forward-looking statements 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 statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Transaction, including: that WELL’s assumptions in making forward-looking statements may prove to be incorrect; adverse market conditions; risks inherent in the primary healthcare sector in general; the inability of WELL to complete the Transaction and related transactions at all or on the terms announced; the TSXV not approving the Transaction; risks relating to the satisfaction of the conditions to closing the Transaction; that future results may vary from historical results; and that market competition may affect the outcome of the Transaction and the business, results and financial condition of WELL following the closing of the Transaction. Except as required by securities law, WELL does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.