WELL Health Completes Clinic Acquisition and Investment Transactions with HEALWELL AI Inc. (formerly MCI Onehealth), and Forms Strategic Alliance Focused on Developing AI Enabled Disease Detection and Preventative Care Tools for Care Providers

Rhea-AI Summary

WELL Health completes acquisition of HEALWELL's clinical assets in Ontario, adding over $21 million in yearly revenues. WELL invests $4 million in HEALWELL's convertible debenture offering. Strategic alliance formed to position HEALWELL as a healthcare technology leader. WELL appoints two representatives to HEALWELL's Board of Directors.

Positive

• Acquisition of HEALWELL's clinical assets adds $21 million in yearly revenues. Strategic alliance positions HEALWELL as a healthcare technology leader.

Negative

• None.

• WELL Health completes the previously announced acquisition of HEALWELL's performing clinical assets in Ontario adding more than $21 million in yearly revenues to WELL's clinical business.
• WELL Health invests $4 million as the lead investor of HEALWELL's convertible debenture offering of $10M. WELL becomes the largest shareholder of HEALWELL on an as-converted basis.
• WELL Health and HEALWELL forge strategic alliance to position HEALWELL as a healthcare technology leader in the North American AI enabled data science and preventative care industry.
• WELL Health acquires a call right to purchase a controlling interest of HEALWELL from its prior founders which is exercisable upon certain financing and performance metrics.
• WELL appoints two representatives to HEALWELL's Board of Directors.

VANCOUVER, BC and TORONTO, Oct. 3, 2023 /PRNewswire/ - WELL Health Technologies Corp. (TSX: WELL) (OTCQX: WHTCF) ("WELL"), a digital healthcare company focused on positively impacting health outcomes by leveraging technology to empower healthcare practitioners and their patients globally, is pleased to announce the completion of the strategic transaction (the "Transaction") with HEALWELL AI Inc. ("HEALWELL", formerly MCI Onehealth Technologies Inc. (TSX: AIDX)). The Transaction is comprised of WELL's purchase of HEALWELL's clinical assets in Ontario, WELL's investment of $4 million as the lead investor in HEALWELL's private placement offering of convertible debenture units for gross proceeds of $10 million, the formation of a strategic alliance between WELL and HEALWELL, and a conditional call option which would allow WELL to purchase a controlling interest of HEALWELL from the prior MCI founders' multi-voting shares.

Hamed Shahbazi, Founder and CEO of WELL commented: "Investing in and developing AI enabled tools and technologies for care providers is of core interest to WELL. This is why we not only sought to invest in and support HEALWELL but also acquire the conditional option to purchase a controlling stake in the company."

"With this transaction, WELL amplifies its commitment to revolutionizing and positively impacting Canadian healthcare with secure and responsibly configured AI technologies. Together, WELL and HEALWELL have the tools, the vision, and the drive to navigate challenges and harness the power of innovation. We're setting the stage for a brighter, more efficient healthcare future."

Upon the successful completion of this Transaction, WELL fortifies its stature as a predominant entity in the Canadian healthcare landscape. This move amplifies WELL's dual strengths—its robust clinical prowess and its cutting-edge technological solutions. Not only does this transaction consolidate WELL's position as Canada's premier healthcare clinic owner-operator, but it also accentuates its dedication to empowering healthcare providers through innovative AI and data-driven technologies, particularly those targeting preventative care. 

The completion of this Transaction will also welcome the following two WELL representatives to HEALWELL's board: Hamed Shahbazi, Chairman and CEO and Erik Danudjaja Senior Associate, Corporate Development and Strategy. The inclusion of WELL's leadership on the HEALWELL board combines a wealth of knowledge and vision, aimed at addressing the highly fragmented and underdigitized Canadian healthcare market. Both companies see a significant opportunity to bridge existing gaps and elevate patient outcomes through technology and innovation. This alliance underscores a mutual dedication to advancing the Canadian healthcare landscape, paving the way for a more integrated, dynamic, and responsive system. For stakeholders and investors, this partnership is the beginning of a transformative shift in the way healthcare is delivered, championing a future that is more technologically adept and economically sustainable.

Strategic Alliance Agreement 

WELL has entered into a Strategic Alliance Agreement (the "Agreement") with HEALWELL to accelerate the growth and development of HEALWELL's AI-enabled healthcare technologies. The Agreement establishes a powerful framework for the two companies to harness their collective resources and expertise: WELL gains access to HEALWELL's data analytics expertise and the opportunity to deploy and license HEALWELL's AI technologies, and HEALWELL gains access to WELL's extensive clinic and physician network to drive growth and enhance the experience of doctors and patients at WELL's clinics.

Transaction Details:

Under an asset purchase agreement, WELL acquired HEALWELL's performing clinics in Ontario, which are expected to generate annual revenue of more than $21 million and contribute to positive EBITDA in fiscal year 2024.

On the closing of the Transaction, WELL paid: (i) $1.5 million cash for HEALWELL's clinical assets; (ii) $3.5 million in WELL shares to the holders of The First Canadian Wellness Co. secured credit facilities; and (iii) $4.0 million in cash invested in HEALWELL as part of a convertible debenture financing with 5-year maturity, 10% coupon and convertible into Class A Subordinate Voting Shares at a conversion price of $0.20 per share and 5-to-1 warrant coverage. WELL becomes the largest shareholder of HEALWELL on an as-converted basis.

As part of the Transaction, WELL received an option to acquire up to 30.8 million Class A shares and 30.8 million Class B shares in HEALWELL over time and upon the achievement of certain performance metrics. If WELL fully exercises this call option, WELL is expected to control over 70% of the vote of HEALWELL.

The short-term, secured promissory note for $3.1 million that WELL provided HEALWELL, as previously announced on July 20, 2023, has been fully repaid.

WELL HEALTH TECHNOLOGIES CORP.

Per: "Hamed Shahbazi"

Hamed Shahbazi

Chief Executive Officer, Chairman and Director

About WELL Health Technologies Corp.

WELL's mission is to tech-enable healthcare providers. We do this by developing the best technologies, services, and support available, which ensures healthcare providers are empowered to positively impact patient outcomes. WELL's comprehensive healthcare and digital platform includes extensive front and back-office management software applications that help physicians run and secure their practices. WELL's solutions enable more than 31,000 healthcare providers between the US and Canada and power the largest owned and operated healthcare ecosystem in Canada with more than 148 clinics supporting primary care, specialized care, and diagnostic services. In the United States WELL's solutions are focused on specialized markets such as the gastrointestinal market, women's health, primary care, and mental health. WELL is publicly traded on the Toronto Stock Exchange under the symbol "WELL" and on the OTC Exchange under the symbol "WHTCF". To learn more about WELL, please visit: www.well.company.

About HEALWELL AI Inc.

HEALWELL AI is a healthcare technology and data science company focused on preventative medicine by leveraging AI and big datasets to empower patients and doctors with increased access, reduced costs and improved patient outcomes. Our vision is to improve healthcare and save lives through early identification and detection of disease. As a physician led organization with a proven management team of experienced executives, HEALWELL AI is executing a strategy centered around acquiring technology and clinical sciences capabilities that complement the company's roadmap. HEALWELL is publicly traded on the Toronto Stock Exchange under the symbol "AIDX". For more information, visit www.healwell.ai.

Forward-Looking Statements

This news release may contain "Forward-Looking Information" within the meaning of applicable Canadian securities laws, including, without limitation: information regarding WELL and HEALWELL's goals, strategies and growth plans, including plans to collaborate and deploy new AI technologies; future voting rights and control, and expectations regarding revenue and EBITDA for the new clinical assets. Forward-Looking Information 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. Forward-Looking Information 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 Information 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 the Forward-Looking Information and the Forward-Looking Information are not guarantees of future performance. WELL's comments expressed or implied by such Forward-Looking Information 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 information. Forward-Looking Information are qualified in their entirety by inherent risks and uncertainties, including: direct and indirect material adverse effects from the COVID-19 pandemic; adverse market conditions; risks inherent in the primary healthcare sector in general; regulatory and legislative changes; that future results may vary from historical results; inability to obtain any requisite future financing on suitable terms; any inability to realize the expected benefits and synergies of acquisitions; that market competition may affect the business, results and financial condition of WELL and other risk factors identified in documents filed by WELL under its profile at www.sedarplus.ca, including its most recent Annual Information Form. Except as required by securities law, WELL does not assume any obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise.

View original content to download multimedia:https://www.prnewswire.com/news-releases/well-health-completes-clinic-acquisition-and-investment-transactions-with-healwell-ai-inc-formerly-mci-onehealth-and-forms-strategic-alliance-focused-on-developing-ai-enabled-disease-detection-and-preventative-care-tools-for-c-301945558.html

SOURCE WELL Health Technologies Corp.