WELL Health Technologies Corp., 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 May 22, 2019, with the shareholder of OSCARprn – Treatments Solutions Ltd., whereby the Company has agreed to acquire all of the issued and outstanding shares of OSCARprn.
The total consideration payable by WELL in connection with the acquisition of OSCARprn is $876,000, which shall be paid upon closing as follows: (i) $619,500 paid in cash and subject to a 7.5% holdback to be released after 3 months; and (ii) $256,500 satisfied by the issuance of 373,906 shares in the capital of WELL at a price of approximately $0.69 per share. The Transaction will be financed with cash on hand.
“OSCARprn is the second acquisition in our digital health portfolio and strongly complements our NerdEMR acquisition”, said Hamed Shahbazi, Founder and CEO of WELL. “Following this acquisition, WELL will provide OSCAR EMR services to approximately 292 clinics and will position us as one of the leading OSCAR service and support providers in Canada.”
OSCARprn is a trusted provider of EMR software, support and other services that work with OSCAR, an open source EMR platform developed by McMaster University in Hamilton, Ontario. OSCARprn is one of only three Chartered OSCAR providers in the province of British Columbia. The Company provides OSCAR EMR related services and support to approximately 71 medical clinics in British Columbia, approximately 820 practitioners, roughly half of which use the software on any given month for billing purposes, and over 800,000 unique patients. Upon closing, OSCARprn’s operations will supplement and expand WELL’s existing participation in the EMR space through its subsidiary, NerdEMR. OSCARprn’s founder, Peter Everett, will assist WELL with the transition of operations for a period of time following closing.
“I am thrilled that OSCARprn will continue under a WELL brand as I enter into retirement,” said Peter Everett. “This acquisition will ensure OSCARprn clients will continue to thrive and prosper with WELL.”
In addition to customary closing conditions, the transaction is subject to approval from the 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.
Date: May 28, 2019