WELL Health Provides An Update on Its Proposed Acquisition of CRH Medical

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.

Source: Biospace