HEALWELL AI to Acquire Intrahealth to Create Next Generation AI Powered EHR

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• HEALWELL enters into settlement to accumulate Intrahealth, a SaaS based mostly enterprise class multi-national EHR (Digital Well being Report) supplier supporting roughly 15,000 clinicians offering look after hundreds of thousands of sufferers from small clinics to massive well being supply organizations in its world community throughout Canada, Australia and New Zealand. 
• Intrahealth is predicted to generate over $12 million in revenues in 2024, which displays double digit natural progress. Traditionally, Intrahealth has achieved over 80% gross margins, produced constructive EBITDA, and constructive cashflows. Over 80% of its income is excessive margin recurring income.
• HEALWELL’s plan is to deeply combine its trade main AI instruments with Intrahealth and assist create a subsequent technology AI Powered EHR to assist considerably amplify healthcare suppliers and permit them to drive higher well being outcomes at decrease prices in a way aligned with world Worth Primarily based Care (VBC) traits.

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TORONTO, Jan. 25, 2024 (GLOBE NEWSWIRE) —  HEALWELL AI Inc. (“HEALWELL” or the “Firm”) (TSX: AIDX, OTCQX: HWAIF), a healthcare expertise firm centered on AI and knowledge science for preventative care, is happy to announce that it has entered into an settlement to accumulate Intrahealth Methods Restricted (“Intrahealth”), a subsidiary of WELL Well being Applied sciences Corp. (“WELL”) (TSX: WELL), which is an insider of the Firm, pursuant to an arm’s size negotiated transaction for whole consideration of roughly $24.2 million (the “Transaction”), a majority of which is predicted to be paid in HEALWELL Class A subordinate voting shares. Intrahealth is a complicated SaaS-based Digital Well being Data (“EHR”) administration platform for small and medium enterprise healthcare organizations throughout Canada, Australia, and New Zealand. Intrahealth’s sturdy platform meets the calls for of a variety of shoppers from a single physician’s workplace to a multi-thousand consumer well being establishment. Based in New Zealand and headquartered in Vancouver, B.C., Intrahealth was initially acquired by WELL in April 2021.

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The unbiased administrators of the Firm have unanimously authorized the Transaction, with the administrators appointed by WELL recusing themselves from voting. Grant Thornton LLP, as unbiased monetary advisor, additionally offered an opinion to the administrators that, as of as we speak’s date, and based mostly on and topic to sure assumptions and limitations that they made, that the consideration to be paid by the Firm to WELL for the shares of Intrahealth is honest, from a monetary perspective, to the Firm.

Dr. Alexander Dobranowski, CEO of HEALWELL, commented on the acquisition, “Intrahealth is a extremely revered world EHR with a wealthy historical past of supporting main well being techniques in three international locations throughout two continents. Intrahealth is not going to solely add mature SaaS and digital income, robust constructive EBITDA and cashflows, however it should additionally function a platform to showcase the effectiveness of our trade main AI options. Our agency perception is that the way forward for healthcare can be centered round AI enabled EHRs as a result of huge potential scope to positively impression healthcare suppliers and their sufferers. EHR techniques that aren’t outfitted with AI capabilities both natively or via an AI powered scientific determination assist system will be unable to retain their clients sooner or later. This presents an unlimited market alternative for firms akin to HEALWELL who’ve the expertise to drive this trade ahead.”

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Hamed Shahbazi, Founder and CEO of WELL said, “When Intrahealth was acquired by WELL almost three years in the past, the intent was to allow Intrahealth to develop and increase. We achieved that aim and now Intrahealth enters the subsequent stage of its growth which we really feel can be finest achieved via pairing it extra deeply with the HEALWELL platform. We imagine the mix of HEALWELL’s best-in-class AI capabilities mixed with Intrahealth’s EHR platform will outcome within the creation of one of many trade’s first AI powered EHR platform with next-generation scientific determination assist capabilities that may present sufferers and suppliers with highly effective instruments to drive higher well being outcomes at decrease prices in a way aligned with world Worth Primarily based Care traits. Provided that we’re a big stakeholder in HEALWELL, we’re excited in regards to the worth creation potentialities that may accrue on account of HEALWELL and Intrahealth combining and successfully constructing the final word AI co-pilot for physicians.”

Intrahealth helps roughly 15,000 healthcare professionals throughout its world community. In 2024, it’s anticipated that Intrahealth will generate greater than $12 million in revenues, obtain over 80% gross margins, produce constructive EBITDA and elevated cashflows. Roughly 70% of Intrahealth’s income is generated in Canada and over 80% of its income is excessive margin recurring income.

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Dorian Prior, President of Intrahealth commented, “Our gifted multi-national group at Intrahealth is thrilled to affix HEALWELL at such an thrilling time of their growth as an organization; we’re wanting ahead to integrating Intrahealth’s merchandise with HEALWELL’s cutting-edge AI applied sciences. The way forward for healthcare will unquestionably contain AI and we really feel lucky to have a chance to be on the forefront of the way forward for our trade. This comes at a good time the place we’ve by no means had a greater pipeline of progress alternatives.”

Intrahealth is engaged within the enterprise of offering a set of versatile software program options to all kinds of consumers together with well being authorities, hospitals, public well being outpatient centres, group well being, dwelling care, ambulatory care, and various healthcare professionals. Intrahealth offers extremely configurable software program options that additionally assist cellular platforms and seamless entry to digital care/telehealth options. Intrahealth’s options for hospitals embody affected person administration techniques, mattress administration, ready listing administration, enterprise-wide scheduling, case administration, remedy administration, emergency room operations and ward administration, amongst many different options.

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Transaction Description 

HEALWELL is buying 100% of the shares excellent of Intrahealth from WELL for whole consideration of roughly $24.2 million, to be paid by HEALWELL as follows: (i) $3.6 million paid in money on closing; (ii) $15 million in Class A subordinated voting shares of HEALWELL (the “Shares”) issued at closing at a deemed value of $0.69 per Share based mostly on the amount weighted common value of the Shares for the 5 buying and selling days instantly previous the date of this press launch, which can outcome within the issuance of roughly 21.7 million Shares; and (iii) $5 million to be paid out over the next 10 months in both money or Shares, at WELL’s discretion, which if such quantity was paid in Shares at $0.50, $0.70 or $0.90 per Share would outcome within the issuance of 10.0 million, 7.1 million or 5.6 million Shares, respectively, to WELL representing roughly 8.4%, 6.1% or 4.9%, respectively, of the issued and excellent voting securities of HEALWELL after such issuance. WELL may also pay an earnout to the prior homeowners of Intrahealth of roughly $0.6 million due in Could 2024.

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The Transaction may also end in WELL changing into a brand new management individual of HEALWELL, which at the moment holds roughly 1.0 million Shares, representing 1.1% of the issued and excellent voting securities of HEALWELL, holding between 22.7 million and 32.7 million Shares based mostly on the foregoing, representing 20.7% and 27.3% of the issued and excellent voting securities of HEALWELL, respectively, after the Transaction is accomplished. Dr. George Christodoulou and Dr. Sven Grail are additionally management individuals of HEALWELL holding 16.5 million and 15.6 million of the Class A Shares, respectively, and 15.4 million and 15.6 million of the Class B voting shares of HEALWELL, respectively, representing 15.1% and 14.2% of the issued and excellent voting securities of HEALWELL, respectively.

There may be additionally no voting belief or related settlement governing the issued and excellent voting securities of HEALWELL. The Transaction is predicted to shut on or about February 1, 2024.

Shareholder Approval and Regulatory Concerns

Beneath the foundations of the Toronto Inventory Change (“TSX”), the issuance of the Shares to WELL pursuant to
the Transaction requires the approval of a majority of holdings of voting securities of the Firm, excluding shares held by WELL, which is an celebration in respect of the Transaction, particularly, because the Transaction is topic to the disinterested shareholder approval necessities of (a) sections 604(a)(ii) and 611(b) of the TSX Firm Handbook as: (i) WELL is a associated celebration of the Firm; and (ii) the worth of the consideration paid to WELL for the acquisition of the shares of Intrahealth can be larger than 10% of the present market capitalization of the Firm and the variety of securities issued or issuable to insiders of the Firm as a bunch, along with any securities issued or made issuable to insiders as a bunch for acquisitions through the previous six months, in fee of the acquisition value for the Transaction exceeds 10% of the variety of securities of the Firm that are excellent on a non-diluted foundation, previous to the date of closing of the Transaction; and (b) part 611(c) of the TSX Firm Handbook because the variety of securities issued or issuable in fee of the acquisition value for the Transaction might exceed 25% of the variety of securities of the Firm that are excellent, on a non-diluted foundation. Shareholders representing a majority of the voting shares of the Firm have executed a written consent approving the Transaction. The TSX has suggested the Firm that will probably be permitted to depend on that written consent of such shareholders as proof of the required majority shareholder approval in accordance with part 604(d) of the TSX Firm Handbook, and accordingly that it’ll not be required to carry a proper particular shareholder assembly to hunt approval of the Transaction.

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Beneath Multilateral Instrument 61-101 Safety of Minority Safety Holders in Particular Transactions (“MI 61-101”), the Transaction constitutes a “associated celebration transaction” as a result of WELL holds greater than 10% of the excellent Class A Shares of the Firm. Nonetheless, the Transaction is exempt from the formal valuation and minority shareholder approval necessities of MI 61-101 in reliance on the exemptions set forth in sections 5.5(e) and 5.7(1)(c) of MI 61-101, because the Transaction is supported by a management individual of the Firm within the circumstances described in part 5.5(e) of MI 61-101.

Dr. Alexander Dobranowski
Chief Government Officer
HEALWELL AI Inc.

About HEALWELL

HEALWELL is a healthcare expertise firm centered on AI and knowledge science for preventative care. Its mission is to enhance healthcare and save lives via early identification and detection of illness. As a physician-led group with a confirmed administration group of skilled executives, HEALWELL is executing a technique centered round growing and buying expertise and scientific sciences capabilities that complement the Firm’s highway map. HEALWELL is publicly traded on the TSX below the image “AIDX” and on the OTC Change below the image “HWAIF”.

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To study extra about HEALWELL, please go to https://healwell.ai/.

Ahead-Wanting Statements

Sure statements on this press launch, represent “forward-looking info” and “forward-looking statements” (collectively, “forward-looking statements”) throughout the that means of relevant Canadian securities legal guidelines and are based mostly on assumptions, expectations, estimates and projections as of the date of this press launch. Ahead-looking statements on this press launch contains with out limitation statements regarding the Transaction, together with the phrases and circumstances, deadline and impacts thereof; HEALWELL’s anticipated advantages and synergies from the Transaction, together with Intrahealth’s anticipated 2024 revenues; HEALWELL’s future plans together with it’s capacity to execute on its strategic objectives, together with HEALWELL’s capacity to determine and shut acquisition targets and to launch new AI industrial initiatives, the achievement of profitability and income targets; HEALWELL’s future progress prospects and enterprise outlook; the deliberate progress of HEALWELL’s buyer base and the anticipated progress of operations, and the long run circumstances of the healthcare and healthcare AI market. Readers are cautioned to not place undue reliance on forward-looking statements. Precise outcomes and developments might differ materially from these contemplated by these statements.

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Ahead-looking statements are sometimes, however not at all times, recognized by phrases or phrases akin to “to develop into”, “enhance”, “progress”, “making certain”, “proceed”, “anticipated”, “expects”, “proceed”, “potential”, “future”, “contemplate”, “end in”, “enhance”, “ship”, “rising”, “is poised”, “plan”, “place”, “alternatives”, “growth”, “train”, “guarantee”, “obtain”, “purchase”, “full”, “fulfill”, “entitle”, “topic to” or variations of such phrases and phrases or statements that sure future circumstances, actions, occasions or outcomes “will”, “might”, “may”, “would”, “ought to”, “may” or “can” be taken, happen or be achieved, or the destructive of any of those phrases . Ahead-looking statements are essentially based mostly upon administration’s perceptions of historic traits, present circumstances and anticipated future developments, in addition to numerous particular components and assumptions that, whereas thought of cheap by HEALWELL as of the date of such statements, are exterior of HEALWELL’s management and are inherently topic to vital enterprise, financial and aggressive uncertainties and contingencies which may outcome within the forward-looking statements finally being solely or partially incorrect or unfaithful. Ahead-looking statements contained on this press launch are based mostly on numerous assumptions, together with, however not restricted to, the next: the satisfaction of any further circumstances to the Transaction together with, with out limitation, any future acceptance of the Transaction by the TSX or securities fee and the receipt of any further approvals for the Transaction, together with however not restricted to any additional acceptance, any board approvals, shareholder approvals or third celebration consents. Though HEALWELL’s administration believes that the assumptions made and the expectations represented by such info are cheap, there might be no assurance that the forward-looking statements will show to be correct. By their nature, forward-looking statements are topic to inherent dangers and uncertainties that could be common or particular and which give rise to the chance that expectations, forecasts, predictions, projections, or conclusions is not going to show to be correct, that assumptions will not be appropriate, and that targets, strategic objectives and priorities is not going to be achieved.

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Recognized and unknown danger components, a lot of that are past the management of HEALWELL, may trigger the precise outcomes of HEALWELL to vary materially from the outcomes, efficiency, achievements, or developments expressed or implied by such forward-looking statements. Such danger components embody however should not restricted to these components that are mentioned below the part entitled “Danger Elements” in HEALWELL’s most up-to-date annual info kind dated March 31, 2023, and within the preliminary quick kind base shelf prospectus dated January 19, 2024, each of which can be found below HEALWELL’s SEDAR+ profile at www.sedarplus.com. The danger components should not meant to signify a whole listing of the components that would have an effect on HEALWELL, and the reader is cautioned to think about these and different components, uncertainties and potential occasions fastidiously and to not put undue reliance on forward-looking statements. There might be no assurance that forward-looking statements will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such statements. Ahead-looking statements are offered for the aim of offering details about administration’s expectations and plans regarding the long run. Additional, these forward-looking statements are made as of the date of this information launch and, besides as expressly required by relevant regulation, HEALWELL disclaims any intention or obligation to replace or revise any forward-looking statements whether or not on account of new info, future occasions or in any other case, or to clarify any materials distinction between subsequent precise occasions and such forward-looking statements, besides to the extent required by relevant regulation. The entire forward-looking statements contained on this press launch are certified by these cautionary statements.

For extra info:

Pardeep S. Sangha
Investor Relations, HEALWELL AI Inc.
Telephone: 604-572-6392
ir@healwell.ai

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