WELL Health to Exercise Call Right and Acquire Majority Controlling Interest in HEALWELL AI concurrent with HEALWELL's Proposed Acquisition of Orion Health
WELL Health Technologies (TSX: WELL, OTCQX: WHTCF) announces plans to acquire a majority controlling interest in HEALWELL AI concurrent with HEALWELL's proposed acquisition of Orion Health on April 1, 2025. Following the exercise of its call right, WELL will hold approximately 37% economic interest and 69% voting interest in HEALWELL on a non-diluted basis.
WELL has exercised all 20.3M share purchase warrants and converted all HEALWELL convertible debentures, acquiring 43.3M additional Class A shares. The company expects HEALWELL to contribute approximately $160 million in revenue with positive Adjusted EBITDA to WELL's consolidated financial statements over the next 12 months.
HEALWELL's acquisition of Orion Health, valued at approximately $175 million, will provide access to Orion's global customer base serving 150 million lives worldwide. Orion Health is expected to generate over $100 million in revenues mostly from subscription licenses and services with strong double-digit Adjusted EBITDA margins.
WELL Health Technologies (TSX: WELL, OTCQX: WHTCF) annuncia piani per acquisire una partecipazione di controllo maggioritaria in HEALWELL AI in concomitanza con la proposta di acquisizione da parte di HEALWELL di Orion Health il 1 aprile 2025. Dopo l'esercizio del diritto di acquisto, WELL deterrà circa il 37% di interesse economico e il 69% di interesse di voto in HEALWELL su base non diluita.
WELL ha esercitato tutti i warrant di acquisto di azioni da 20,3 milioni e ha convertito tutti i debentures convertibili di HEALWELL, acquisendo ulteriori 43,3 milioni di azioni di Classe A. L'azienda si aspetta che HEALWELL contribuisca con circa 160 milioni di dollari di ricavi con un EBITDA rettificato positivo ai bilanci finanziari consolidati di WELL nei prossimi 12 mesi.
L'acquisizione di Orion Health da parte di HEALWELL, valutata circa 175 milioni di dollari, fornirà accesso alla base clienti globale di Orion che serve 150 milioni di persone in tutto il mondo. Si prevede che Orion Health generi oltre 100 milioni di dollari di ricavi principalmente da licenze in abbonamento e servizi con forti margini EBITDA rettificati a doppia cifra.
WELL Health Technologies (TSX: WELL, OTCQX: WHTCF) anuncia planes para adquirir una participación mayoritaria controladora en HEALWELL AI simultáneamente con la propuesta de adquisición de HEALWELL de Orion Health el 1 de abril de 2025. Tras el ejercicio de su derecho de compra, WELL poseerá aproximadamente el 37% de interés económico y el 69% de interés de voto en HEALWELL en una base no diluida.
WELL ha ejercido todos los warrants de compra de acciones de 20,3 millones y ha convertido todos los bonos convertibles de HEALWELL, adquiriendo 43,3 millones de acciones adicionales de Clase A. La compañía espera que HEALWELL contribuya aproximadamente 160 millones de dólares en ingresos con un EBITDA ajustado positivo a los estados financieros consolidados de WELL en los próximos 12 meses.
La adquisición de Orion Health por parte de HEALWELL, valorada en aproximadamente 175 millones de dólares, proporcionará acceso a la base de clientes global de Orion que atiende a 150 millones de vidas en todo el mundo. Se espera que Orion Health genere más de 100 millones de dólares en ingresos, principalmente de licencias y servicios por suscripción, con fuertes márgenes de EBITDA ajustado de dos dígitos.
WELL Health Technologies (TSX: WELL, OTCQX: WHTCF)는 HEALWELL AI의 지배적인 다수 지분을 인수할 계획을 발표했습니다. 이는 HEALWELL이 Orion Health를 2025년 4월 1일에 인수하려는 제안과 동시에 진행됩니다. 구매권 행사 후 WELL은 HEALWELL에서 약 37%의 경제적 이익과 69%의 의결권을 비희석 기준으로 보유하게 됩니다.
WELL은 2030만 주의 주식 매입 워런트를 모두 행사하고 HEALWELL의 모든 전환 사채를 전환하여 추가로 4330만 주의 A급 주식을 인수했습니다. 회사는 HEALWELL이 향후 12개월 동안 WELL의 통합 재무제표에 약 1억 6천만 달러의 수익과 긍정적인 조정 EBITDA를 기여할 것으로 예상하고 있습니다.
HEALWELL의 Orion Health 인수는 약 1억 7천5백만 달러로 평가되며, 이는 전 세계 1억 5천만 명의 생명을 대상으로 하는 Orion의 글로벌 고객 기반에 접근할 수 있게 해줍니다. Orion Health는 주로 구독 라이센스 및 서비스에서 1억 달러 이상의 수익을 창출할 것으로 예상되며, 강력한 두 자릿수의 조정 EBITDA 마진을 기록할 것입니다.
WELL Health Technologies (TSX: WELL, OTCQX: WHTCF) annonce des plans pour acquérir une participation majoritaire contrôlante dans HEALWELL AI en même temps que la proposition d'acquisition de Orion Health par HEALWELL le 1er avril 2025. Suite à l'exercice de son droit d'appel, WELL détiendra environ 37 % d'intérêt économique et 69 % d'intérêt de vote dans HEALWELL sur une base non diluée.
WELL a exercé tous les bons de souscription d'actions de 20,3 millions et a converti toutes les obligations convertibles de HEALWELL, acquérant ainsi 43,3 millions d'actions de classe A supplémentaires. La société s'attend à ce que HEALWELL contribue environ 160 millions de dollars de revenus avec un EBITDA ajusté positif aux états financiers consolidés de WELL au cours des 12 prochains mois.
L'acquisition d'Orion Health par HEALWELL, évaluée à environ 175 millions de dollars, donnera accès à la base de clients mondiale d'Orion, qui sert 150 millions de vies dans le monde. Orion Health devrait générer plus de 100 millions de dollars de revenus principalement grâce aux licences d'abonnement et aux services, avec de fortes marges d'EBITDA ajustées à deux chiffres.
WELL Health Technologies (TSX: WELL, OTCQX: WHTCF) kündigt Pläne an, eine Mehrheitsbeteiligung an HEALWELL AI zu erwerben, gleichzeitig mit dem geplanten Erwerb von Orion Health durch HEALWELL am 1. April 2025. Nach Ausübung seines Kaufrechts wird WELL etwa 37% wirtschaftliches Interesse und 69% Stimmrecht an HEALWELL auf nicht verwässerter Basis halten.
WELL hat alle 20,3 Millionen Aktienkaufwarrants ausgeübt und alle umwandelbaren Anleihen von HEALWELL konvertiert, wodurch 43,3 Millionen zusätzliche A-Aktien erworben wurden. Das Unternehmen erwartet, dass HEALWELL in den nächsten 12 Monaten etwa 160 Millionen Dollar Umsatz mit positivem bereinigtem EBITDA zu den konsolidierten Finanzberichten von WELL beitragen wird.
Die Übernahme von Orion Health durch HEALWELL, die mit etwa 175 Millionen Dollar bewertet wird, wird den Zugang zur globalen Kundenbasis von Orion ermöglichen, die 150 Millionen Menschen weltweit bedient. Es wird erwartet, dass Orion Health über 100 Millionen Dollar Umsatz hauptsächlich aus Abonnementlizenzen und Dienstleistungen mit starken zweistelligen bereinigten EBITDA-Margen generiert.
- WELL gains controlling interest with 69.6% voting rights in HEALWELL AI
- Expected $160M revenue contribution from HEALWELL with positive EBITDA
- Access to Orion Health's global customer base serving 150M lives
- Strong subscription-based revenue model from Orion Health with double-digit EBITDA margins
- Significant operational synergies and cost savings potential through shared services
- Substantial share dilution through warrant exercise and debenture conversion
- Complex integration process involving multiple international operations
- Significant capital deployment required for Orion Health acquisition ($175M)
- WELL intends to amend and exercise its call right to acquire a majority controlling interest in HEALWELL AI concurrent with the anticipated closing of HEALWELL's proposed acquisition of Orion Health on April 1, 2025, resulting in WELL acquiring 30.8 million Class A Subordinate Voting Shares of HEALWELL and 30.8 million Class B Multiple Voting Shares of HEALWELL.
- In addition, as of today, WELL has exercised all of its 20,312,500 share purchase warrants and has converted all HEALWELL convertible debentures and interest accrued thereon, to acquire an aggregate of 43,282,363 additional Class A Subordinate Voting Shares of HEALWELL.
- Following the exercise of the call right, WELL expects that it will hold an approximate
37% economic interest and an approximate69% voting interest in HEALWELL on a non-diluted basis. On a fully-diluted basis, WELL expects to hold an approximate29% economic interest and an approximate60% voting interest in HEALWELL. - On exercise of the call right, WELL will obtain control of HEALWELL under IFRS and will begin to consolidate the financial results of HEALWELL as a subsidiary of the Company from April 1, 2025 forward. WELL anticipates HEALWELL to contribute approximately
$160 million
Exercise of Call Right
Following the exercise of the Call Right and acquisition of majority control of HEALWELL, WELL will begin to consolidate the financial results of HEALWELL under International Financial Reporting Standards (IFRS) as a subsidiary of the Company from April 1, 2025 forward. WELL anticipates HEALWELL to contribute approximately
Hamed Shahbazi, Founder and CEO of WELL, commented, "The exercise of the call right represents a key milestone for WELL's strategic investment in HEALWELL since WELL first acquired an interest in HEALWELL in 2023. By combining our scale and national footprint with HEALWELL's expertise in AI and Orion's experience in implementing global health information systems, we believe we are well-positioned to deliver cutting-edge AI-enabled solutions that will enhance patient care and drive innovation."
WELL intends to amend the terms of the call option agreement (the "Call Option Agreement") dated October 1, 2023 among WELL, HEALWELL, and the original founders of HEALWELL, to permit the exercise of WELL's previously announced Call Right to acquire 30.8 million Class A Subordinate Voting Shares of HEALWELL (each, a "SVS") and 30.8 million Class B Multiple Voting Shares of HEALWELL (each, a "MVS"). Additional information with respect to the Call Option Agreement and its material terms can be found in WELL's early warning report dated October 3, 2023, and HEALWELL's Notice of Meeting and Management Information Circular dated August 21, 2023, which are available on sedarplus.ca.
It is anticipated that HEALWELL will have 261,547,371 SVSs issued and outstanding on HEALWELL's acquisition of Orion Health following the issuance of 35,643,478 SVSs to the vendor in the Orion Health acquisition and 12,737,500 SVSs in connection with the conversion of all 12,737,500 subscription receipts as part of the
Summary of HEALWELL's Proposed Acquisition of Orion Health
On December 16, 2024, HEALWELL and Orion Health entered into a share purchase agreement, pursuant to which HEALWELL agreed to acquire
Orion Health2 has close to 400 employees with offices in 11 countries globally. Its software solutions currently support over 70 public and private sector customers representing a population of 150 million lives world-wide. Orion Health(2) is expected to generate over
HEALWELL's acquisition of Orion Health will provide opportunities for global health systems to access HEALWELL's best-in-class AI technology to deliver actionable insights and drive better healthcare outcomes, and significantly scales HEALWELL's platform by deepening its penetration into the public sector, supported by Orion Health's long-standing government relationships and broader customer base. Moreover, it will help unlock substantial revenue synergy potential, as well as improved operational efficiencies and cost savings, through shared services with WELL. Collectively, these advantages will strengthen WELL's financial profile, creating a larger, scalable business with substantial growth and value creation potential.
On HEALWELL's acquisition of Orion Health, WELL further intends to exercise its director nomination rights under its previously disclosed investor rights agreement (the "Investor Rights Agreement") between WELL and HEALWELL dated October 1, 2023, which permits WELL to nominate a majority of the board of directors of HEALWELL. Consequently, WELL plans to nominate two additional independent directors to the board of directors of HEALWELL. WELL anticipates that Hamed Shahbazi will remain as a director and Chair of the board of directors of HEALWELL, and Erik Danudjaja, currently the Senior Associate of Corporate Development and Strategy of WELL, will remain as a director of HEALWELL. Additional information with respect to the Investor Rights Agreement and its material terms can be found in HEALWELL's Notice of Meeting and Management Information Circular dated August 21, 2023, which is available on sedarplus.ca.
Exercise of Warrants and Conversion of Debentures
Additionally, on March 26, 2025, WELL exercised the remainder of its 20,000,000 share purchase warrants to acquire an aggregate of 20,000,000 SVSs at a price of
As of the date hereof, and prior to the exercise of the Call Right and acquisition of Orion Health, WELL directly owned and controlled 65,923,161 SVSs and 500,000 subscription receipts (each, a "Subscription Receipt"), each of which entitles WELL to receive, upon the closing of the acquisition of Orion Health and for no additional consideration, one unit of HEALWELL consisting of one SVS and one-half of one SVS share purchase warrant, with each whole warrant exercisable at a price of
WELL was approved as a control person of HEALWELL by resolutions of the shareholders of HEALWELL, on a disinterested basis, on September 21, 2023. The TSX subsequently approved WELL as a control person of HEALWELL on October 6, 2023.
Footnotes:
- Adjusted EBITDA is net income (loss) before interest, taxes, depreciation and amortization less (i) net rent expense on premise leases considered to be finance leases under IFRS and before (ii) transaction, restructuring, and integration costs, time-based earn-out expense, change in fair value of investments, share of income (loss) of associates, foreign exchange gain/loss, and stock-based compensation expense, and (iii) gains/losses that are not reflective of ongoing operating performance. The Company considers Adjusted EBITDA to be a financial metric that measures cash flow that the Company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives. Adjusted EBITDA should not be considered alternatives to net income (loss), cash flow from operating activities or other measures of financial performance defined under IFRS.
- The figure of approximately
$160 million $100 million - Earnings before interest, taxes, depreciation and amortization ("EBITDA") is a Non-GAAP measure. EBITDA should not be construed as an alternative to net income/loss determined in accordance with IFRS. EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. WELL believes that EBITDA is a meaningful financial metric as it measures cash generated from operations which WELL can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives.
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 41,000 healthcare providers between the US and Canada and power the largest owned and operated healthcare ecosystem in Canada with more than 200 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 the Company, please visit: www.well.company.
About HEALWELL AI Inc.
HEALWELL is a healthcare artificial intelligence company focused preventative care. Its mission is to improve healthcare and save lives through early identification and detection of disease. Using its own proprietary technology, HEALWELL is developing and commercializing advanced clinical decision support systems that can help healthcare providers detect rare and chronic diseases, improve efficiency of their practice and ultimately help improve patient health outcomes. HEALWELL is executing a strategy centered around developing and acquiring technology and clinical sciences capabilities that complement the company's road map. HEALWELL is publicly traded on the Toronto Stock Exchange under the symbol "AIDX" and on the OTC Exchange under the symbol "HWAIF". To learn more about HEALWELL, please visit https://healwell.ai/.
About Orion Health
Orion Health is a global healthcare technology company focused on reimagining healthcare for all. Orion Health is leading the change in digital health with health and care organizations to improve the wellbeing of every individual with its world leading Unified Healthcare Platform. Made up of a Virtuoso digital front door, Amadeus digital care record, and Orchestral health intelligence platform - each underpinned by extensive health and social data sets, machine learning, and 30 years of innovation focused purely on improving global well-being. To learn more about Orion Health, please visit www.orionhealth.com.
Forward Looking Statements
This news release contains "Forward-Looking Information" within the meaning of applicable Canadian securities laws, including, without limitation: HEALWELL's completion of its proposed acquisition of Orion Health; WELL's proposed exercise of the Call Right; consolidation of HEALWELL starting in Q2-2025; anticipated closing date of the Orion Health acquisition; anticipated future financial performance, strategies and efficiencies of WELL, HEALWELL and Orion Health; anticipated creation of a larger, scalable business with substantial growth and value creation; proposed appointment of two additional directors; synergies between the product and service offerings of WELL, HEALWELL and Orion Health and the markets they serve; potential operational efficiencies and cost savings resulting from shared services with WELL, HEALWELL and Orion Health; and future non-diluted and fully-diluted share numbers and percentages. Forward-Looking Information is based on a number of estimates and assumptions are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond WELL's control, which could cause actual results and events to differ materially from those disclosed in this news release. 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", "goal" or "continue", or the negative thereof or similar variations. Forward-Looking Information involves 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 is not a guarantee of future results or 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, but not limited to: HEALWELL's completion of its acquisition of Orion Health and the anticipated timeline for closing; WELL's ability to duly exercise the call right; WELL and HEALWELL's and ability to integrate the acquired businesses, products and services with its own; the anticipated terms of any shared services arrangement with WELL, HEALWELL and Orion Health; trends in customer growth; WELL, HEALWELL and Orion Health's ability to develop new technologies and the timelines on which they can be developed; new technologies functioning as expected; customers adopting and using new technologies and services as expected; the need to develop increasingly innovative products and services; competition in the industry; the stability of general economic and market conditions; WELL, HEALWELL and Orion Health's ability to comply with applicable laws and regulations; WELL, HEALWELL and Orion Health's continued compliance with third party intellectual property rights; direct and indirect material adverse effects from adverse market conditions; risks inherent in the primary healthcare sector in general; regulatory and legislative changes; litigation risk; that future results may vary from historical results; 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 and its most recent Management, Discussion and Analysis. 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.
This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about WELL's expected increase in revenue, Adjusted EBITDA1 and EBITDA3 as a result of the financial position of HEALWELL and Orion Health(2) on a post-closing basis, 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, HEALWELL and Orion Health 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.
FAQ
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