VitalHub Corp. Announces Agreement to Acquire UK Company Transforming Systems Ltd.
TORONTO, Aug. 31, 2020 (GLOBE NEWSWIRE) -- VitalHub Corp. (the “Company” or “VitalHub”) (TSXV: VHI) is pleased to announce today that on August 28, 2020 it entered into an agreement (the “Agreement”) to acquire all of the issued and outstanding shares (the “Acquisition”) of UK company Transforming Systems Ltd. (“Transforming Systems”).
Total consideration to be paid by VitalHub is expected to be approximately £6,000,000 (the “Purchase Price”). The Purchase Price is composed of a £2,700,000 (the “Share Component”) issuance of common shares of VitalHub (“Common Shares”) and a cash payment (the “Cash Component”) which VitalHub estimates will be approximately £3,300,000.
The Share Component shall be composed of that number (the “Shares”) of Common Shares equal to £2,700,000 multiplied by 1.7331, being the exchange rate between the Canadian dollar and the Pound sterling on August 27, 2020, divided by $2.11 (the “Share Purchase Price”). VitalHub also has the option to elect on closing of the Acquisition to pay up to 50% of the Share Component in cash (the “Cash Option”). This results in a minimum of 1,108,971 Shares and a maximum of 2,217,943 Shares that may be issued by VitalHub on closing of the Acquisition, pursuant to the Share Component.
The Corporation has also agreed to certain additional cash payments to the shareholders of Transforming Systems pursuant to an earn-out clause triggered on achievement of certain business milestones of Transforming Systems in the proceeding three (3) year period.
£300,000 of the Cash Component will be subject to escrow, to be released five (5) 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, the Share Component shall be held by the applicable escrow agent and released to the Vendors in four (4) equal and consecutive semi-annual installments over a twenty-four (24) month period following the Closing Date.
The Company currently has 26,671,712 Common Shares issued and outstanding. Upon delivery of the Share Component, the Company will have a total 27,780,683, if the Cash Option is exercised in full, or a total of 28,889,655, if the Cash Option is not exercised, issued and outstanding Common Shares. VitalHub anticipates that the Acquisition will close on or around September 9, 2020 and is subject to customary closing conditions.
Transforming Systems was established to solve the challenges associated with how to capture, transform, and provide actionable insights from a wide range of health data to drive behavioural change. Working with their National Health Services (“NHS”) partners, they deliver award winning patient flow visibility solutions through their “SHREWD platform.” The SHREWD platform and portfolio of modules, have the ability to take complex data from all system providers across health and social care, creating clear visibility of pressure and potential impact on demand and capacity. This whole system visibility enables teams to unite and take action, with an integrated, cross-system response, tackling and preventing pressure peaks. Transforming Systems began commercializing their solutions in 2015 and has its main office in London, United Kingdom with staff and operations, composed of 28 employees, located throughout the UK. Their solutions are currently used at 37 regional NHS organizations in the UK. Transforming Systems are a “NHS National Innovation Accelerator” with two of their current solutions.
For the trailing 12-month period, as of July 31, 2020, Transforming Systems had (unaudited): total revenue of £2,218,192 including recurring revenue of £1,880,962, with a loss of £240,762 over the same time period. Transforming Systems’ cash on hand after a closing net equity adjustment will approximately be £1,000,000 with no debt.
“Transforming Systems represents our fourth acquisition in the Patient Flow and Operational visibility space and is highly synergistic with our MCAP, Oculys and Intouch With Health solutions,” said Dan Matlow, CEO of VitalHub Corp. “Globally we are seeing the restructuring of health care systems to be regionally centric clusters of services that collectively service patients in a coordinated fashion. Transforming Systems is the leading solution within the NHS that provides integrated, regionally based real time performance data. This information allows regions to react to pressures within the health system in a prompt and coordinated fashion. It has proved to be invaluable during the COVID-19 response within the NHS. We like the opportunity to expand the solution within the NHS and Globally as we believe it is unique and applicable outside of the UK as well.”
“The benefits of collaboration will be significant, and we are looking forward to combining our platform and actionable insight products with VitalHub’s broader healthcare portfolio,” said Colin Rees, Chair of Transforming Systems. “This will provide additional opportunities in the UK as well as globally”.
ABOUT TRANSFORMING SYSTEMS HEALTH INFORMATICS INC.
In 2015, Transforming Systems began commercializing their solutions to help the NHS solve a fundamental challenge surrounding lack of access to real-time information across its multitude of services. Developed over the course of a 6-year R&D process, Transforming Systems’ product portfolio, SHREWD, aims to solve the challenge of capturing and transforming high quality data on fluctuating scales, from varying sources.
The product portfolio facilitates secure, real-time data collection, analysis and forecasting, at a price that is accessible to all health and social care commissioners. Once captured, data collected via the SHREWD empowers NHS teams to determine actionable insights from a wide range of healthcare data, leading to improved organizational efficiencies and resource utilization, ultimately aiming to improve the delivery of patient care.
ABOUT VITALHUB
Software for Health and Human Services providers designed to simplify the user experience & optimize outcomes.
VitalHub provides technology to Health and Human Services providers including; Hospitals, Regional Health Authorities, Mental Health, Long Term Care, Home Health, Community and Social Services. VitalHub solutions span the categories of Electronic Health Record (EHR), Case Management, Care Coordination, Patient Flow & Operational Visibility, and DOCit Mobile Apps.
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 275+ clients across Canada, USA, UK, Australia, Qatar, and Latvia. VitalHub is based in Toronto, Canada, with an offshore development hub in Sri Lanka. The Company is publicly traded on the TSX Venture Exchange under the symbol “VHI”.
CAUTIONARY STATEMENT
This press release includes forward-looking statements regarding the Corporation and its business, which may include, but is not limited to, statements with respect to the appointment of a new directors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, failure to obtain regulatory or shareholder approvals, market conditions, economic factors, the equity markets generally and risks associated with growth and competition. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Corporation undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.