- WELL completes acquisition of two private companies, Nerd EMR Services Ltd. ("NerdEMR") (which stands for Northwest Electronics Records and Design) and Butterfly Medical Limited ("Butterfly")
- NerdEMR provides SAAS (software as a service) to approximately 220 medical clinics with OSCAR EMR services. OSCAR means "Open Source Clinical Application Resource", originally developed by McMaster University
- NerdEMR's system supports approximately 2,000 registered practitioners, 1,700 staff and 4.85M registered patients
- NerdEMR's founders and team led by Mike Thompson and Pat Morphy have joined WELL's Technology team
- Butterfly owns certain intellectual property relating to the growth and consolidation of EMR companies related to the OSCAR platform
VANCOUVER, Jan. 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 November 15, 2018, it has acquired all of the issued and outstanding shares of NerdEMR and Butterfly (the "Transaction"). NerdEMR provides OSCAR EMR services to approximately 220 clinics, most of which are located in the province of British Columbia.
"We're very pleased to have the talented team at NerdEMR join the WELL family" said Hamed Shahbazi, Founder and CEO of WELL, "To our knowledge, NerdEMR is the largest OSCAR service provider in Western Canada and a fantastic platform for WELL to establish and grow its digital health business. Perhaps most importantly, we believe that close collaboration between our clinical and digital business units will allow us to materially augment the patient journey and support our physician partners to drive to better outcomes."
In consideration for the acquisition of NerdEMR and Butterfly, the Company paid an aggregate purchase price of $2,550,000 to the shareholders thereof, consisting of: (i) a cash payment upon closing of the Transaction of $1,275,000 (7.5% of which is subject to a holdback to be released after 3 months); (ii) the issuance of 1,275,000 common shares of the Company at a deemed price of $0.50 per share; and (iii) a time‐based earn‐out of $637,500 payable quarterly over 3 years.
"We are thrilled to be joining the incredible team at WELL" said Mike Thompson, Co-founder and CEO of NerdEMR, "We share a vision of improving medical practice efficiency and patient outcomes, while leveraging emerging technologies and tools to empower our patients and streamline clinical workflows for our caregivers. We're excited to see what we will achieve together."
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.
WELL HEALTH TECHNOLOGIES CORP.
Chief Executive Officer, Chairman and Director
Backed by legendary investor and business magnate Sir Li Ka‐shing, WELL owns and operates Primary Healthcare Facilities in Canada. WELL's overarching objective is to empower primary care doctors to provide the best and most advanced care possible leveraging the latest trends in digital health. WELL physicians serve approximately 600,000 patient visits per year through its network of 19 medical clinics. WELL is publicly traded on the TSX Venture Exchange under the symbol WELL.V. WELL Health Technologies was recognized as a TSX Venture 50 Company in 2018.
About "NERD" EMR
NerdEMR is the largest and most trusted OSCAR service provider in British Columbia. NerdEMR serves approximately 220 clinics most of which are all in BC with SAAS (software as a service) products and services based on OSCAR. OSCAR is the "Open Source Clinical Application Resource" developed by McMaster University that was first developed at McMaster University by Dr. David Chan. It is continuously enriched by contributions from OSCAR users and the Charter of OSCAR Service Providers that support them.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD-LOOKING INFORMATION AND DISCLAIMERS
This news release contains certain forward‐looking statements and information (collectively, "forward looking statements") within the meaning of applicable Canadian securities laws. Forward‐looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward‐ looking statements. 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. Although WELL believes that the expectations reflected in such forward‐ looking statements are reasonable, such statements involve risks and uncertainties that may cause actual results or events to differ materially from those anticipated and no assurance can be given that these expectations will be realized, and undue reliance should not be placed on such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Company and its business as set out in the Company's Management Discussion and Analysis filed on SEDAR. Forward-looking statements and information are based on the beliefs, assumptions and expectations of WELL's management on the date of this news release, and WELL does not assume any obligation to update any forward-looking statement or information should those beliefs, assumptions or expectations, or other circumstances change, except as required by securities law.
SOURCE WELL Health Technologies Corp.
For further information: WELL Health Technologies Corp.: Hamed Shahbazi, Chief Executive Officer, Chairman and Director, Tel. (604) 628-7266, Hamed.shahbazi@WELL.company, www.WELL.company; WELL Media Contact, Nadia Gillis, Tel. (778) 990-9202, firstname.lastname@example.org