- CRH Medical Corp.'s securityholders approved the acquisition of
CRH by a subsidiary of WELL Health at the special meeting of CRH
securityholders on Friday April 16,
2021.
- The transaction is expected to be completed on or about
April 22, 2021 and represents WELL's
largest acquisition to date with a total transaction value of
approximately US$369.2 million.
- Upon closing, subscription receipts from WELL's previously
announced C$302.5M equity offering
will be exchanged into common shares of WELL.
VANCOUVER, BC, April 19, 2021 /CNW/ - WELL Health
Technologies Corp. (TSX: WELL) ("WELL" or the
"Company"), a company focused on consolidating and
modernizing clinical and digital assets within the healthcare
sector, is pleased to announce that on April
16, 2021, the securityholders of CRH Medical Corporation
("CRH") (TSX: CRH) (NYSE: CRHM) approved the
acquisition of CRH by a subsidiary of WELL for US$4.00 per share in cash (the
"Acquisition"). As previously announced on
February 8, 2021, this Acquisition
represents an equity consideration of approximately US$292.7 million and a transaction value of
approximately US$369.2 million,
inclusive of CRH's credit facility. The Acquisition is
subject to court and regulatory approvals and clearances, as well
as other customary closing conditions. Subject to the
satisfaction of such conditions, the Acquisition is expected to be
completed on or about April 22,
2021.
Hamed Shahbazi, Chairman and CEO
of WELL commented, "We are very pleased with the approval of our
acquisition of CRH by CRH securityholders. We are very
excited with the imminent closing of this transaction and look
forward to adding CRH to the WELL family. Once the
acquisition is completed, CRH represents a significant opportunity
for WELL as it will significantly boost WELL's revenue, and
profitability and provides, WELL with additional inorganic and
organic growth opportunities including a meaningful channel of over
3000 physicians to offer its digital tools, tech enablement and
data protection services. CRH is expected to generate
significant cash flow for WELL for many years and meaningfully
elevate our capital allocation program across a number of
attractive healthcare and healthcare-technology segments."
The Acquisition is partially funded via a subscription receipt
equity offering of approximately C$302.5M at a price of C$9.80 per subscription receipt
(the "Offering") which was led by Hong Kong businessman and investor, Mr.
Li Ka-shing, and included WELL's
CEO, board and senior management team as well as a number of
significant institutional investors. The Offering was
structured as a non-brokered offering of subscription receipts, and
represented a 25% premium to the 5-day volume weighted average
price of WELL's common shares on the Toronto Stock Exchange
preceding the announcement on February 8,
2021 of the Offering and the related Acquisition of
CRH.
In conjunction with the completion of the Acquisition, escrowed
proceeds from the Offering will be released to WELL's wholly-owned
subsidiary, 1286392 B.C. Ltd.
("Finco") and each subscription receipt will automatically
convert, without any further action on the part of the subscription
receipt holders and for no additional consideration, into one
common share of Finco (each a "Finco Share").
Immediately thereafter, and as part of the plan of
arrangement under the Acquistion, each Finco Share will be
exchanged for one common share of WELL.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed
Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL is an omni-channel digital health company whose overarching
objective is to empower doctors to provide the best and most
advanced care possible while leveraging the latest trends in
digital health. As such, WELL owns and operates 27 primary
healthcare clinics in both Canada
and the US, operates a multi-national digital Electronic Medical
Records (EMR) business serving thousands of healthcare clinics of
all sizes, operates a high quality telehealth service in both
Canada and the United States and is a provider of digital
health, billing and cybersecurity related technology
solutions. WELL is an acquisitive company that follows a
disciplined and accretive capital allocation strategy. WELL
is publicly traded on the Toronto Stock Exchange under the symbol
"WELL". To access the Company's telehealth service, visit:
tiahealth.com, and for corporate information, visit:
www.well.company.
About CRH:
CRH is a North American company focused on providing
gastroenterologists throughout the United
States with innovative services and products for the
treatment of gastrointestinal diseases. In 2014, CRH became a
full service gastroenterology anesthesia company that provides
anesthesia services for patients undergoing endoscopic procedures
in ambulatory surgical centers. To date, CRH has completed 33
anesthesia acquisitions, and now serves 72 ambulatory surgical
centers in 15 states. In addition, CRH owns the "CRH O'Regan
System", a single-use, disposable, hemorrhoid banding technology
that is safe and highly effective in treating all grades of
hemorrhoids. CRH distributes the O'Regan System, treatment
protocols, operational and marketing expertise as a complete,
turnkey package directly to gastroenterology practices, creating
meaningful relationships with the gastroenterologists it serves.
CRH's O'Regan System is currently used in all 48 lower US
states.
Notice Regarding Forward Looking Statements
Certain statements in this news release related to the Company
are forward-looking statements and are prospective in nature
including the statements regarding: the completion and timing of
the Acquisition and post-closing objectives of WELL for the CRH
business unit. 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", "could", "would", "intend", "estimate", "plan",
"anticipate", "expect", "believe", "working on" or "continue", or
the negative thereof or similar variations. There are numerous
risks and uncertainties that could cause actual results and WELL's
plans and objectives to differ materially from those expressed in
the forward-looking information, including: risks that the
Acquisition may not close for any number of reasons; inability to
secure court approval; risks outlined in WELL's publicly filed
documents available on SEDAR; business disruption risks relating to
COVID-19; regulatory risks, including those related to healthcare,
privacy and data security; and integration risks relating to the
acquired business on a post-closing basis. Actual results and
future events could differ materially from those anticipated in
such information. These and all subsequent written and oral
forward-looking information are based on estimates and opinions of
management on the dates they are made and are expressly qualified
in their entirety by this notice. Except as required by law,
the Company does not intend to update these forward-looking
statements.
This news release contains future-oriented financial information
and financial outlook information (collectively, "FOFI")
about WELL's expected increase in revenue, cash flow and EBITDA on
a post-closing basis assuming consummation of the Acquisition, all
of which are subject to the same assumptions, risk factors,
limitations, and qualifications as set out in the above
paragraphs. The actual financial results of WELL on a
post-closing basis may vary from the amounts set out herein and
such variation may be material. WELL and its management believe
that the FOFI has been prepared on a reasonable basis, reflecting
management's best estimates and judgments. However, because
this information is subjective and subject to numerous risks, it
should not be relied on as necessarily indicative of future
results. Except as required by applicable securities laws,
WELL undertakes no obligation to update such FOFI. FOFI
contained in this news release was made as of the date hereof and
was provided for the purpose of providing further information about
WELL's anticipated future business operations on a post-closing
basis. Readers are cautioned that the FOFI contained in this
news release should not be used for purposes other than for which
it is disclosed herein.
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SOURCE WELL Health Technologies Corp.