WELL Health Announces Agreement to Acquire EMR Service Provider OSCARwest
Sep 25, 2019, 07:00 ET
- OSCARwest provides OSCAR1 EMR services to 90 medical clinics in British Columbia, supporting over 1100 registered physicians and practitioners.
- With the proposed acquisition of OSCARwest, WELL will increase its EMR footprint to supporting 946 primary health medical clinics and over 6,000 registered physicians and practitioners across Canada.
- OSCARwest will be WELL's third acquisition of an OSCAR Electronic Medical Records (EMR) service provider in British Columbia, which positions the Company as one of the dominant EMR service providers in the province. OSCARwest will be WELL's fourth acquisition of an OSCAR service provider nationally.
VANCOUVER, Sept. 25, 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 it has entered into an arm's length share purchase agreement dated September 24, 2019 (the "Agreement") with the shareholders of OSCARwest EMR Services Inc. ("OSCARwest"), whereby the Company has agreed to acquire all of the issued and outstanding shares of OSCARwest (the "Transaction"). OSCARwest, based out of Vancouver, BC, is a trusted provider of EMR software, support and other services that work with OSCAR, an open source EMR platform.
The total consideration payable by WELL in connection with the acquisition of OSCARwest is $1,350,000, which will consist of the following: (i) a cash payment of $832,500 on closing of the Transaction, subject to a working capital adjustment and subject to a $100,000 holdback to be released pursuant to the terms of an escrow agreement; (ii) $230,000 paid by the issuance of common shares in the capital of WELL at a deemed price of $1.62 per share on the closing of the Transaction; and (iii) a time based earn out of $287,500 payable in cash over a period of 3 years.
"OSCARwest was the first OSCAR service provider in BC and has always held a strong tradition characterized by great service and support and tireless contributions to the OSCAR community. For this reason, this transaction will be a fantastic complement to our digital services business," said Hamed Shahbazi, Chairman and CEO of WELL. "The acquisition of OSCARwest, along with our prior acquisitions of NerdEMR and OSCARprn will complete our acquisition of all three Chartered OSCAR providers in the province of British Columbia and will further augment our EMR market share in Canada."
OSCARwest provides EMR services to 90 medical clinics in British Columbia, supporting over 1100 registered physicians and practitioners. With the proposed acquisition of OSCARwest, WELL will increase its EMR footprint to supporting 946 primary health medical clinics and over 6,000 registered physicians and practitioners across Canada. OSCARwest's founder, Patricia (Patti) Rodger Kirkpatrick, will assist WELL with the transition of operations for a period of time following closing, and she will also be appointed to WELL's advisory board.
"We are looking forward to joining the WELL Health team" said Patti Rodger Kirkpatrick. "WELL has quickly emerged as a reliable EMR service provider who we feel will be the ideal partner for our customers moving forward, and I look forward to providing my voice and vision to the OSCAR community through WELL's advisory board"
The closing of the Transaction is subject to a number of conditions, including receipt of any necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange (TSXV). The Transaction is expected to constitute an Expedited Acquisition in accordance with Policy 5.3 of the TSXV. All shares issued in the transaction will be subject to a restricted period of four months and one day. There are no finder's fees payable in connection with the Transaction.
- OSCAR is an acronym that stands for "Open Source Clinical Application Resource", and was originally developed by McMaster University.
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 and provides EMR software and service to approximately 856 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: the closing of the Transaction; that the acquisition of OSCARwest will complete the acquisition of all three Chartered OSCAR providers in British Columbia; that the acquisition of OSCARwest will increase WELL's EMR market share; the anticipated number of clinics and practitioners of WELL will support post-closing; that Patricia Rodger Kirkpatrick will assist WELL with the transition of operations and be appointed to WELL's advisory board; and that the WELL will obtain all consents and TSXV approval in order to close. 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.
SOURCE WELL Health Technologies Corp.
For further information: Pardeep S. Sangha, Vice President Corporate Strategy and Investor Relations, [email protected], www.WELL.company, 604-628-7266
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