TORONTO, ONTARIO – October 21, 2019 – VITALHUB CORP. (TSXV: VHI) (the “Company” or “VitalHub”), is pleased to announce today it has entered into an agreement (the “Agreement”) to acquire all of the issued and outstanding shares (the “Acquisition”) of Oculys Health Informatics Inc. (“Oculys”).
Total consideration to be paid by VitalHub, after a closing net equity adjustment, is expected to be approximately $4,227,000 (the “Purchase Price”). The Purchase Price is composed of a $2,200,000 (the “Share Component”) issuance of common shares of VitalHub (“Common Shares”) and a cash payment (the “Cash Component”) equal to the difference between the Purchase Price and the Share Component, which VitalHub estimates will be approximately $2,027,000.
The Cash Component includes $1,585,805 to be paid to certain creditors of Oculys, with the remainder paid to shareholders of Oculys. The Share Component shall be composed of 12,222,222 Common Shares issued at a price of $0.18 per share (the “Share Purchase Price”). The Corporation has also agreed to certain additional cash payments to the shareholders of Oculys pursuant to an earn-out clause triggered on achievement of certain business milestones of Oculys in the proceeding two (2) year period.
$330,000 of the Cash Component will be subject to escrow, to be released twelve (12) months post-closing, subject only to reduction in the event the funds in escrow are required for an indemnity claim made by VitalHub, or any purchase price adjustment, in accordance with the Agreement. In addition, seventy-five percent (75%) of the Share Component shall be held by the applicable escrow agent and released to the Vendors in five (5) equal and consecutive semi-annual installments over a thirty (30) month period following the closing date of the Acquisition.
Epic Capital Management Inc. (“Epic”), a boutique investment and strategic consulting firm, acted as advisor to Oculys with respect to the Acquisition. On closing, Epic will be paid a total work fee (“Work Fee”) of $247,500 which is satisfied by a $99,000 cash payment and the issuance of 825,000 Common Shares at the Share Purchase Price for an aggregate value of $148,500. The Work Fee is paid by the shareholders of Oculys out of the Cash Component paid and Share Component issued thereto, respectively, on the closing of the Acquisition, and does not represent an additional cost, payment, or share issuance from VitalHub.
The Company currently has 165,362,659 Common Shares issued and outstanding. Upon delivery of the Share Purchase Price, the Company will have a total 177,584,881 issued and outstanding Common Shares. VitalHub anticipates that the Acquisition will close in approximately two (2) weeks and is subject to customary closing conditions.
Oculys provides a real-time and predictive operational management system for hospitals. The company currently has 18 hospital customers located across Ontario and Manitoba.. Oculys develops practical operational visibility solutions for healthcare professionals aimed at solving the challenges facing healthcare leaders, clinicians, and the patients they serve, ultimately reducing costs and improving the delivery of care. Oculys’s revenue for the year ended March 31, 2019 was $2,066,540 with $1,559,177 being recurring in nature, and EBITDA of ($427,243). Since March 31, 2019, Oculys has increased its recurring revenue as well as reduced its operating losses and the Company expects to maintain and improve on these results.
“Through this Acquisition, not only have we increased our recurring revenue base, we have created a synergistic opportunity for both customers of the Oak Group and Oculys to benefit from each other’s products and services,” said Dan Matlow, CEO of VitalHub Corp. “We look forward to levering Oculys’ operational flow solutions as we continue to advance our growth strategy.”
“Since inception, Oculys has become the leading provider in the Ontario and Manitoba marketplace for real-time and predictive operational management solutions,” said Franck Hivert, CEO of Oculys Health Informatics Inc. “By being part of VitalHub’s robust and growing suite of health IT solutions, Oculys will have the opportunity to meaningfully extend its product reach across Canada, and with significant support internationally.”
“We believe VitalHub is uniquely positioned to accelerate the growth of Oculys’ best-in-class operational flow and analytics-driven command centre solutions,” said Scott Kaplanis, Venture Partner at Epic Capital Management Inc.
ABOUT OCULYS HEALTH INFORMATICS INC.
Oculys provides a real-time and predictive operational management system for hospitals, focusing on the efficiency and effectiveness of patient care. Oculys reduces patient management bottlenecks by tapping into the disconnected silos of hospital administration systems and electronic medical record systems, and develops practical operational visibility solutions for healthcare professionals. Oculys’ vision is to deliver unprecedented real-time visibility through technology that profoundly improves the patient experience and operational performance in healthcare.
ABOUT EPIC CAPITAL
Epic Capital Management Inc. is a boutique investment and strategic consulting firm with a focus on emerging and scaling Canadian health technology companies. Epic has worked with, and invested in, many of Canada’s best and brightest health-tech entrepreneurs. Epic is proud to support Canada’s rapidly growing health-tech ecosystem, and enable impactful change in improving patient outcomes and the delivery of care.
VitalHub develops and supports mission-critical information systems in the Social Service, Mental Health (Child, Youth and Adult), Long Term Care, Community Health Service, Home Health and Hospital sectors. VitalHub technologies include Blockchain, Mobile, and Web-Based Assessment, Client Management and Electronic Health Record solutions. The Company has a robust two-pronged growth strategy, targeting organic growth opportunities within its product suite, and pursuing an aggressive M&A plan. Currently, VitalHub serves 200+ clients across North America. VitalHub is based in Toronto, Canada, with an offshore innovation hub in Sri Lanka. The Company is publicly traded on the TSX Venture Exchange under the symbol “VHI”.
The TSX Venture Exchange has in no way passed upon the merits of the transactions and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position.
The forward-looking information in this news release includes disclosure about the terms of the Acquisition.
VitalHub made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of VitalHub and Oculys to execute and achieve its business objectives, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of VitalHub and Oculys to complete the Acquisition on the terms disclosed in this news release, or at all; reliance on key and qualified personnel; and regulatory and other risks associated with the medical and technology industries in general. The foregoing list of material risk factors and assumptions is not exhaustive. VitalHub assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.