- WELL Health completes the previously announced acquisition
of HEALWELL's performing clinical assets in Ontario adding more than $21 million in yearly revenues to WELL's clinical
business.
- WELL Health invests $4 million as
the lead investor of HEALWELL's convertible debenture offering
of $10M. WELL becomes the largest
shareholder of HEALWELL on an as-converted basis.
- WELL Health and HEALWELL forge strategic alliance to
position HEALWELL as a healthcare technology leader in the North
American AI enabled data science and preventative care
industry.
- WELL Health acquires a call right to purchase a controlling
interest of HEALWELL from its prior founders which is
exercisable upon certain financing and performance metrics.
- WELL appoints two representatives to HEALWELL's Board of
Directors.
VANCOUVER, BC and TORONTO, Oct. 3, 2023
/CNW/ - WELL Health Technologies Corp. (TSX: WELL) (OTCQX: WHTCF)
("WELL"), a digital healthcare company focused on positively
impacting health outcomes by leveraging technology to empower
healthcare practitioners and their patients globally, is pleased to
announce the completion of the strategic transaction (the
"Transaction") with HEALWELL AI Inc. ("HEALWELL",
formerly MCI Onehealth Technologies Inc. (TSX: AIDX)). The
Transaction is comprised of WELL's purchase of HEALWELL's clinical
assets in Ontario, WELL's
investment of $4 million as the lead
investor in HEALWELL's private placement offering of convertible
debenture units for gross proceeds of $10
million, the formation of a strategic alliance between WELL
and HEALWELL, and a conditional call option which would allow WELL
to purchase a controlling interest of HEALWELL from the prior MCI
founders' multi-voting shares.
Hamed Shahbazi, Founder and CEO
of WELL commented: "Investing in and developing AI enabled tools
and technologies for care providers is of core interest to WELL.
This is why we not only sought to invest in and
support HEALWELL but also acquire the conditional option to
purchase a controlling stake in the company."
"With this transaction, WELL amplifies its commitment to
revolutionizing and positively impacting Canadian healthcare with
secure and responsibly configured AI technologies. Together, WELL
and HEALWELL have the tools, the vision, and the drive to
navigate challenges and harness the power of innovation. We're
setting the stage for a brighter, more efficient healthcare
future."
Upon the successful completion of this Transaction, WELL
fortifies its stature as a predominant entity in the Canadian
healthcare landscape. This move amplifies WELL's dual strengths—its
robust clinical prowess and its cutting-edge technological
solutions. Not only does this transaction consolidate WELL's
position as Canada's premier
healthcare clinic owner-operator, but it also accentuates its
dedication to empowering healthcare providers through innovative AI
and data-driven technologies, particularly those targeting
preventative care.
The completion of this Transaction will also welcome the
following two WELL representatives to HEALWELL's board:
Hamed Shahbazi, Chairman and CEO and
Erik Danudjaja Senior Associate, Corporate Development and
Strategy. The inclusion of WELL's leadership on the HEALWELL board
combines a wealth of knowledge and vision, aimed at addressing the
highly fragmented and underdigitized Canadian healthcare market.
Both companies see a significant opportunity to bridge existing
gaps and elevate patient outcomes through technology and
innovation. This alliance underscores a mutual dedication to
advancing the Canadian healthcare landscape, paving the way for a
more integrated, dynamic, and responsive system. For stakeholders
and investors, this partnership is the beginning of a
transformative shift in the way healthcare is delivered,
championing a future that is more technologically adept and
economically sustainable.
Strategic Alliance
Agreement
WELL has entered into a Strategic Alliance Agreement (the
"Agreement") with HEALWELL to accelerate the growth and
development of HEALWELL's AI-enabled healthcare technologies. The
Agreement establishes a powerful framework for the two companies to
harness their collective resources and expertise: WELL gains access
to HEALWELL's data analytics expertise and the opportunity to
deploy and license HEALWELL's AI technologies, and HEALWELL gains
access to WELL's extensive clinic and physician network to drive
growth and enhance the experience of doctors and patients at WELL's
clinics.
Transaction Details:
Under an asset purchase agreement, WELL acquired HEALWELL's
performing clinics in Ontario,
which are expected to generate annual revenue of more than
$21 million and contribute to
positive EBITDA in fiscal year 2024.
On the closing of the Transaction, WELL paid: (i) $1.5 million cash for HEALWELL's clinical assets;
(ii) $3.5 million in WELL shares to
the holders of The First Canadian Wellness Co. secured credit
facilities; and (iii) $4.0 million in
cash invested in HEALWELL as part of a convertible debenture
financing with 5-year maturity, 10% coupon and convertible into
Class A Subordinate Voting Shares at a conversion price of
$0.20 per share and 5-to-1 warrant
coverage. WELL becomes the largest shareholder of HEALWELL on
an as-converted basis.
As part of the Transaction, WELL received an option to acquire
up to 30.8 million Class A shares and 30.8 million Class B shares
in HEALWELL over time and upon the achievement of certain
performance metrics. If WELL fully exercises this call option, WELL
is expected to control over 70% of the vote of HEALWELL.
The short-term, secured promissory note for $3.1 million that WELL provided HEALWELL, as
previously announced on July 20,
2023, has been fully repaid.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL Health Technologies
Corp.
WELL's mission is to tech-enable healthcare providers. We do
this by developing the best technologies, services, and support
available, which ensures healthcare providers are empowered to
positively impact patient outcomes. WELL's comprehensive healthcare
and digital platform includes extensive front and back-office
management software applications that help physicians run and
secure their practices. WELL's solutions enable more than 31,000
healthcare providers between the US and Canada and power the largest owned and
operated healthcare ecosystem in Canada with more than 148 clinics supporting
primary care, specialized care, and diagnostic services. In
the United States WELL's solutions
are focused on specialized markets such as the gastrointestinal
market, women's health, primary care, and mental health. WELL is
publicly traded on the Toronto Stock Exchange under the symbol
"WELL" and on the OTC Exchange under the symbol "WHTCF". To learn
more about WELL, please visit: www.well.company.
About HEALWELL AI Inc.
HEALWELL AI is a healthcare technology and data science company
focused on preventative medicine by leveraging AI and big datasets
to empower patients and doctors with increased access, reduced
costs and improved patient outcomes. Our vision is to improve
healthcare and save lives through early identification and
detection of disease. As a physician led organization with a proven
management team of experienced executives, HEALWELL AI is executing
a strategy centered around acquiring technology and clinical
sciences capabilities that complement the company's roadmap.
HEALWELL is publicly traded on the Toronto Stock Exchange under the
symbol "AIDX". For more information, visit www.healwell.ai.
Forward-Looking
Statements
This news release may contain "Forward-Looking Information"
within the meaning of applicable Canadian securities laws,
including, without limitation: information regarding WELL and
HEALWELL's goals, strategies and growth plans, including plans to
collaborate and deploy new AI technologies; future voting rights
and control, and expectations regarding revenue and EBITDA for the
new clinical assets. Forward-Looking Information 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. 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 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 the Forward-Looking
Information and the Forward-Looking Information are not guarantees
of future performance. WELL's comments expressed or implied by such
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
information. Forward-Looking Information are 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.sedarplus.ca, 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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/well-health-completes-clinic-acquisition-and-investment-transactions-with-healwell-ai-inc-formerly-mci-onehealth-and-forms-strategic-alliance-focused-on-developing-ai-enabled-disease-detection-and-preventative-care-tools-for-c-301945558.html
SOURCE WELL Health Technologies Corp.