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WELL Health Announces Agreement to Acquire EMR service provider OSCARprn

  • Acquisition will expand WELL’s digital health portfolio in providing Electronic Medical Records (“EMR”) services.
  • OSCARprn is one of only three Chartered OSCAR providers in the province of British Columbia. OSCAR, an acronym for “Open Source Clinical Application Resource”, was developed by McMaster University.
  • OSCARprn provides SaaS (Software as a Service) OSCAR EMR services to approximately 71 clinics in British Columbia, supporting approximately 820 registered doctors and practitioners, and over 800,000 unique patients.
  • With the proposed acquisition of OSCARprn, WELL will increase its EMR services and support footprint to approximately 292 clinics with over 5.5 million patients.

Vancouver, B.C. May 23, 2019

WELL Health Technologies Corp. (TSX.V: WELL) (the “Company” or “WELL”), 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. (“OSCARprn”), whereby the Company has agreed to acquire all of the issued and outstanding shares of OSCARprn (the “Transaction”).

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.

Per:     “Hamed Shahbazi”             
Hamed Shahbazi
Chief Executive Officer, Chairman and Director

For further information 
Pardeep S. Sangha
VP Corporate Strategy and Investor Relations          

About WELL
WELL is a unique company that operates Primary Healthcare Facilities as well as a significant EMR or Electronic Medical Records business that supports the digitization of such clinics.  WELL’s overarching objective is to empower doctors to provide the best and most advanced care possible leveraging the latest trends in digital health.  In the last 12 months, WELL physicians served approximately 600,000 patient visits through its network of 19 medical clinics.  WELL is publicly traded on the TSX Venture Exchange under the symbol WELL.V.  WELL was recognized as a TSX Venture 50 Company in 2018 and 2019.

Forward-Looking Statements
This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws, including, without limitation: the closing of the Transaction; the Company obtaining all consents and TSXV approval in order to close; the anticipated number of clinics and practitioners of WELL post-closing; the belief that such acquisition will position WELL as one of the leading OSCAR providers in Canada; and that MR. Everett will transition operations on a going-forward basis. Forward-looking statements 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. These statements 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 statements 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 those forward-looking statements and the forward-looking statements are not guarantees of future performance. WELL’s statements expressed or implied by these forward-looking statements 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 statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Transaction, including: that WELL’s assumptions in making forward-looking statements may prove to be incorrect; adverse market conditions; risks inherent in the primary healthcare sector in general; the inability of WELL to complete the Transaction and related transactions at all or on the terms announced; the TSXV not approving the Transaction; risks relating to the satisfaction of the conditions to closing the Transaction; that future results may vary from historical results; and that market competition may affect the outcome of the Transaction and the business, results and financial condition of WELL following the closing of the Transaction. Except as required by securities law, WELL does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.