WELL Health to Acquire EMR, Billing and Clinical Assets from CloudMD

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Oct 11, 2022, 07:30 ET

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 3^rd 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.

SOURCE WELL Health Technologies Corp.