Carebook completes acquisition of CoreHealth

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Industry Leader Fueling Global Corporate Wellness Programs To Expand Carebook Global Footprint

MONTREAL, August 9, 2021 / CNW Telbec / – Carebook Technologies Inc. (“Care book“or the”Company“) (TSXV: CRBK) (OTCPK: CRBKF) (XETR: PMM1), a leading Canadian provider of innovative digital health and virtual care solutions for pharmacies, employers and insurers, is pleased to announce the closing of the acquisition of CoreHealth by Société Technologies Inc. (“CoreHealth“) (formerly referred to as TargetCo in Carebook press releases dated June 29, 2021 and August 5, 2021). CoreHealth’s primary platform powers health and wellness programs for wellness companies, major insurers, human resource consulting firms, employee assistance program providers, healthcare systems health, population health management providers, group insurance brokers, health coaching providers and large employers. Carebook has agreed to pay a base purchase price of $ 9.0 million on a cash-free and debt-free basis, subject to customary post-closing adjustments.

This immediately profitable acquisition provides Carebook with multiple benefits, including:

  • More than $ 3.0 million in annualized sales
  • Ownership of strategically important technology
  • A leading customer base that includes more than two million licensees worldwide

“The acquisition of CoreHealth is highly strategic for our business,” commented Pascale audette, CEO of Carebook. “When we became a public company in October 2020, we underlined our goal to become a global leader in digital health and to be the connector of a new model of health care. With the acquisition of CoreHealth, combined with our recent acquisition of InfoTech, we have laid the groundwork to achieve this goal and at the same time have significantly expanded our global reach. We now serve more than 3.5 million licensees worldwide. Carebook is now better positioned to serve clients and clients across its 3 key verticals through the combination of its digital health and virtual care solutions, CoreHealth’s powerful and flexible wellness platform and the Wellness Checkpoint solution from InfoTech. These acquisitions provide Carebook with significant growth opportunities given our ability to now offer a broader range of premier products and the ability to integrate and co-sell solutions that make our customers more competitive. ”

Situated at Kelowna, British Columbia, CoreHealth has been providing its all-in-one platform that has brought an organization’s corporate wellness program together in one place for over 15 years. Its advanced technology is flexible, configurable and scalable and is highly desirable due to its ability to engage participants. Healthcare and wellness providers use the CoreHealth platform to deliver their programs to users.

“We are delighted to join the Carebook family of companies,” said Anne-Marie Kirby, Founder and CEO of CoreHealth. “We have worked alongside Carebook and InfoTech over the years and clearly recognize how important it is to be able to combine our strengths. Carebook is a like-minded organization with like-minded people in an adjacent market that will allow us to exponentially deliver more to our new and existing customers. Together, we will provide a world-class 360-degree loop for health: assess, manage and improve, to deliver the holy grail for employee and member health. “

Carebook will fund its acquisition of CoreHealth using the net proceeds from the closing of the Company’s recent private placement of $ 11.3 million, as announced on August 5, 2021.

In consideration for the acquisition of CoreHealth, the Company agreed to pay a base purchase price of $ 9.0 million on a cash-free and debt-free basis (subject to customary post-closing adjustments for working capital, transaction costs and net debt) as follows:

  • $ 7.5 million in cash, of which:
    • (i) Approximately $ 5.5 million was paid to sellers at closing (adjusted for estimated working capital and net debt);
    • (ii) $ 1 million is deferred subject to the realization by CoreHealth of certain income during the 12 month period following closing; and
    • (iii) $ 1 million is retained to guard against any potential indemnification obligation of sellers.
  • $ 1.5 million in ordinary shares of Carebook (“Carebook actions“) at a deemed price of $ 0.99 per share (being the volume-weighted average price of Carebook shares on the TSX Venture Exchange (“VWAP”) for the five (5) trading days immediately preceding the closing date of the acquisition), thus resulting in an issue of 1,509,207 Carebook Parts to sellers at closing.
  • CoreHealth vendors will also be entitled to a separate earn-out based on CoreHealth revenue performance for the 12-month period that begins 6 months after closing, up to a maximum of $ 4 million, payable entirely in Carebook Shares at a price based on the greater of the following amounts:
    • (i) VWAP for the five (5) trading days immediately preceding the earn-out payment date; and
    • (ii) the updated market price (as such term is defined by the policies of the TSX Venture Exchange) on the day preceding the date of the earn-out payment.

About Carebook Technologies

Our heart is science. Our solutions are accessible. Our mission is to empower people.

Built on a powerful healthcare platform, Carebook creates highly engaging, customer-centric digital solutions for pharmacies, employers and insurers. Situated at Montreal and led by a world-class team and board with extensive experience in global business and healthcare, the heart of Carebook is science and technology, its philosophy is people-centered and its focus is health accessible and connected for all. On April 6, 2021, Carebook announced the closing of its acquisition of InfoTech Inc., doing business as Wellness Checkpoint®. InfoTech is a recognized global leader in managing health and productivity risks. InfoTech’s proprietary software platform, Wellness Checkpoint, Intellectual Property and Metrics are supported by advanced analytics and focus on the physical health, mental health and well-being of employees and their impact on the efficiency of work and the company. InfoTech’s large international customer base will help grow Carebook’s global footprint. Carebook’s shares are traded on the TSX Venture Exchange under the symbol “CRBK” and the Company’s shares are also traded over-the-counter under the symbol CRBKF and on the Frankfurt Stock Exchange under the symbol PMM1.

www.carebook.com

Notice Regarding Forward-Looking Statements:

This press release includes forward-looking information within the meaning of Canadian securities laws concerning Carebook, its subsidiaries and their activities, in particular concerning the potential synergies arising from the acquisitions of InfoTech and CoreHealth, and the potential growth prospects of Carebook, its subsidiaries. subsidiaries and their products and technologies. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is planned”, “expects”, “planned”, “is considering”, “is considering”, ” anticipates “,” believes “,” proposes “or variations (including negative variations) of these words and expressions, or declares that certain actions, events or results” could “,” could “,” would “,” could ” or “will” be undertaken, occur or be achieved. These statements are based on the current expectations of Carebook management and are based on assumptions and subject to risks and uncertainties. Although the management of Carebook believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances described in this press release may not occur on certain specified dates or not at all and could differ materially due to known and unknown risk factors and uncertainties affecting the Company, including economic factors, ability of management to manage and operate the activities of Carebook, ability of management to successfully integrate the acquisitions made by the Company and to realize synergies from these acquisitions, ability of management to carry out studies of products, stock markets in general and the risks associated with growth and competition, as well as the risk factors identified in the Company’s management report for the year ended December 31, 2020 and described under the heading “Article 21 – Risk factors” in the Company’s request for quotation dated September 28, 2020, each of which can be found on SEDAR under the Company’s profile at www.sedar.com. Although Carebook has attempted to identify material 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 differ from those anticipated, estimated or expected. . Therefore, readers should not place undue reliance on forward-looking statements or information. 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 Carebook assumes no obligation to publicly update or revise any forward-looking statement, whatsoever. either as a result of new information, events, or other. In addition, the current situation and future developments regarding the COVID-19 pandemic could cause certain assumptions and information set out in this document or the fact that these assumptions are based to differ materially from previous expectations, including with respect to relates to demand for our products, supply chain and availability of materials, mobility and shipping of materials and / or products, access to debt and equity and other factors.

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 release.

SOURCE Carebook Technologies Inc.


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