WELL Health Completes its Seventh EMR Acquisition with the Closing of Indivica Acquisition

Press Release | WELL Health Technologies Corp. | June 1, 2020
  • Indivica provides fully hosted Electronic Medical Records ("EMR") software and services to 390 clinics serving over 2,000 physicians and medical practitioners in Ontario.
  • With the acquisition of Indivica, WELL expands its EMR services footprint to approximately 1,900 primary health medical clinics and 10,000 physicians across Canada.
  • Indivica has a talented in-house development team that has built extensive intellectual property around making OSCAR EMR systems more secure and capable in a fully hosted environment.
  • Indivica is WELL's seventh EMR acquisition, further strengthening the Company's footprint as the third largest EMR service provider in Canada.

VANCOUVER, June 1, 2020 /CNW/ - WELL Health Technologies Corp. (TSX: WELL) (the "Company" or "WELL"), a company focused on consolidating and modernizing clinical and digital assets within the healthcare sector, is pleased to announce that is has closed the previously announced acquisition of Indivica Inc.

("Indivica"), whereby the Company has acquired all of the issued and outstanding shares of Indivica (the "Transaction"). With the acquisition of Indivica, WELL expands its EMR services footprint to approximately 1,900 primary health medical clinics and 10,000 physicians across Canada.

"We are very pleased to welcome the talented team at Indivica to our WELL EMR Group," said Hamed Shahbazi, Chairman and CEO of WELL. "Indivica is a proven and well-respected OntarioMD certified EMR vendor that has developed unique intellectual property to secure and support electronic records for medical clinics across Ontario."

Indivica, founded in 2008 and based out of Toronto, Ontario, is a provider of fully hosted EMR software and services to 390 clinics serving over 2,000 physicians and medical practitioners in Ontario. Indivica has been a true innovator developing extensive intellectual property as it relates to innovative technological solutions related to appointment notification, patient communication, patient data federation amongst disparate clinics, automated submission and retrieval of Ontario Health Insurance Plan (OHIP) billings and reports, and real-time health card and fee service code reports.

Hamed ShahbaziIn the past twelve months, Indivica generated approximately $1.8M in revenue. It is expected that Indivica will produce, at minimum, double digit percentage EBITDA margin with non-speculative post-acquisition synergies. Indivica's CEO, Neil Baimel, will assist WELL with the transition of operations for a period of time following closing of the Transaction.

"We are delighted to complete this transaction and join the WELL Health family," said Neil Baimel, CEO of Indivica. "We feel WELL shares our vision for innovation in the EMR market in Canada, and we believe this is a win for our customers."

The total consideration paid by the Company in connection with its acquisition of Indivica is $6,200,000, subject to certain adjustments, and consisting of the following: (i)$3,410,000 paid in cash; (ii) $1,550,000 paid in common shares in the capital of the Company at a price of $3.10 per share; and (iii) a time-based cash earn-out of $1,240,000 payable within 120 days of the close of the Transaction. The Transaction was financed with cash on hand.

1. OSCAR, an acronym for "Open Source Clinical Application Resource", is an open-source EMR or "Electronic Medical Records" 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.

2. Earnings before interest, tax, depreciation and amortization ("EBITDA") margin is a non-GAAP measure. It should not be construed as an alternative to net income/loss as a percentage of revenue determined in accordance with International Financial Reporting Standards ("IFRS"). EBITDA margin does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company believes that EBITDA margin is a meaningful financial metric as it measures cash generated from operations as a percentage of revenue.

Per: "Hamed Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director

About WELL

WELL is an omni-channel digital health company that operates Primary Healthcare Facilities, is the third largest digital Electronic Medical Records (EMR) supplier in Canada and is a national provider of telehealth services. WELL owns and operates 20 medical clinics, provides digital EMR software and services to over 1,900 medical clinics across Canada and is a majority owner of SleepWorks Medical. WELL's overarching objective is to empower doctors to provide the best and most advanced care possible while leveraging the latest trends in digital health. WELL is an acquisitive company that has completed eleven acquisitions and three equity investments. WELL is publicly traded on the Toronto Stock Exchange under the symbol "WELL". WELL was recognized as a TSX Venture 50 Company three years in a row in 2018, 2019 and 2020. To access the Company's telehealth service, visit: virtualclinics.ca and for corporate information, visit: www.WELL.company.

Forward-Looking Statements

This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws, including, without limitation: the potential number of healthcare clinics and physicians and healthcare practitioners to be serviced by the Company; WELL's ranking as the third largest EMR service provider in Canada, the expansion of the Company's EMR business and services; earnings and operations of the Company; and the Company's ability to fulfill its stated objective. 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. The Company'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 the Company'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 the Company's assumptions in making forward-looking statements may prove to be incorrect; adverse market conditions; risks inherent in the primary healthcare sector in general; COVID-19 related risks; that future results may vary from historical results; and that market competition may affect the business, results and financial condition of the Company following the closing of the Transaction. Except as required by securities law, the Company does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.

The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.

SOURCE WELL Health Technologies Corp.

For further information: Pardeep S. Sangha, VP Corporate Strategy and Investor Relations, [email protected], 604-628-7266

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