AIDX HealWell AI Inc

 HEALWELL AI Inc. (“HEALWELL” or the “Company”) (TSX: AIDX, OTCQX: HWAIF), a healthcare technology company focused on AI and data science for preventative care, is pleased to announce that it has entered into an agreement to acquire Intrahealth Systems Limited (“Intrahealth”), a subsidiary of WELL Health Technologies Corp. (“WELL”) (TSX: WELL), which is an insider of the Company, pursuant to an arm’s length negotiated transaction for total consideration of approximately $24.2 million (the “Transaction”), a majority of which is expected to be paid in HEALWELL Class A subordinate voting shares. Intrahealth is an advanced SaaS-based Electronic Health Records (“EHR”) management platform for small and medium enterprise healthcare organizations across Canada, Australia, and New Zealand. Intrahealth’s robust platform meets the demands of a wide range of clients from a single doctor’s office to a multi-thousand user health institution. Founded in New Zealand and headquartered in Vancouver, B.C., Intrahealth was originally acquired by WELL in April 2021.

The independent directors of the Company have unanimously approved the Transaction, with the directors appointed by WELL recusing themselves from voting. Grant Thornton LLP, as independent financial advisor, also provided an opinion to the directors that, as of today’s date, and based on and subject to certain assumptions and limitations that they made, that the consideration to be paid by the Company to WELL for the shares of Intrahealth is fair, from a financial point of view, to the Company.

Dr. Alexander Dobranowski, CEO of HEALWELL, commented on the acquisition, “Intrahealth is a highly respected global EHR with a rich history of supporting major health systems in three countries across two continents. Intrahealth will not only add mature SaaS and digital revenue, strong positive EBITDA and cashflows, but it will also serve as a platform to showcase the effectiveness of our industry leading AI solutions. Our firm belief is that the future of healthcare will be centered around AI enabled EHRs due to the enormous potential scope to positively impact healthcare providers and their patients. EHR systems that are not outfitted with AI capabilities either natively or through an AI powered clinical decision support system will not be able to retain their customers in the future. This presents an enormous market opportunity for companies such as HEALWELL who have the technology to drive this industry forward.”

Hamed Shahbazi, Founder and CEO of WELL stated, “When Intrahealth was acquired by WELL nearly three years ago, the intent was to enable Intrahealth to grow and expand. We achieved that goal and now Intrahealth enters the next stage of its development which we feel will be best achieved through pairing it more deeply with the HEALWELL platform. We believe the combination of HEALWELL’s best-in-class AI capabilities combined with Intrahealth’s EHR platform will result in the creation of one of the industry’s first AI powered EHR platform with next-generation clinical decision support capabilities that will provide patients and providers with powerful tools to drive better health outcomes at lower costs in a manner aligned with global Value Based Care trends. Given that we are a significant stakeholder in HEALWELL, we are excited about the value creation possibilities that will accrue as a result of HEALWELL and Intrahealth combining and effectively building the ultimate AI co-pilot for physicians.”

Intrahealth supports approximately 15,000 healthcare professionals across its global network. In 2024, it is expected that Intrahealth will generate more than $12 million in revenues, achieve over 80% gross margins, produce positive EBITDA and increased cashflows. Approximately 70% of Intrahealth’s revenue is generated in Canada and over 80% of its revenue is high margin recurring revenue.

Dorian Prior, President of Intrahealth commented, “Our talented multi-national team at Intrahealth is thrilled to join HEALWELL at such an exciting time in their development as a company; we’re looking forward to integrating Intrahealth’s products with HEALWELL’s cutting-edge AI technologies. The future of healthcare will unquestionably involve AI and we feel fortunate to have an opportunity to be at the forefront of the future of our industry. This comes at a great time where we have never had a better pipeline of growth opportunities.”

Intrahealth is engaged in the business of providing a suite of flexible software solutions to a wide variety of customers including health authorities, hospitals, public health outpatient centres, community health, home care, ambulatory care, and diverse healthcare professionals. Intrahealth provides highly configurable software solutions that also support mobile platforms and seamless access to virtual care/telehealth solutions. Intrahealth’s solutions for hospitals include patient administration systems, bed management, waiting list management, enterprise-wide scheduling, case management, medication management, emergency room operations and ward management, among many other features.

Transaction Description 

HEALWELL is acquiring 100% of the shares outstanding of Intrahealth from WELL for total consideration of approximately $24.2 million, to be paid by HEALWELL as follows: (i) $3.6 million paid in cash on closing; (ii) $15 million in Class A subordinated voting shares of HEALWELL (the “Shares”) issued at closing at a deemed price of $0.69 per Share based on the volume weighted average price of the Shares for the five trading days immediately preceding the date of this press release, which will result in the issuance of approximately 21.7 million Shares; and (iii) $5 million to be paid out over the following 10 months in either cash or Shares, at WELL’s discretion, which if such amount was paid in Shares at $0.50, $0.70 or $0.90 per Share would result in the issuance of 10.0 million, 7.1 million or 5.6 million Shares, respectively, to WELL representing approximately 8.4%, 6.1% or 4.9%, respectively, of the issued and outstanding voting securities of HEALWELL after such issuance. WELL will also pay an earnout to the prior owners of Intrahealth of approximately $0.6 million due in May 2024.

The Transaction will also result in WELL becoming a new control person of HEALWELL, which currently holds approximately 1.0 million Shares, representing 1.1% of the issued and outstanding voting securities of HEALWELL, holding between 22.7 million and 32.7 million Shares based on the foregoing, representing 20.7% and 27.3% of the issued and outstanding voting securities of HEALWELL, respectively, after the Transaction is completed. Dr. George Christodoulou and Dr. Sven Grail are also control persons 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 outstanding voting securities of HEALWELL, respectively.

There is also no voting trust or similar agreement governing the issued and outstanding voting securities of HEALWELL. The Transaction is expected to close on or about February 1, 2024.

Shareholder Approval and Regulatory Considerations

Under the rules of the Toronto Stock Exchange (“TSX”), the issuance of the Shares to WELL pursuant tothe Transaction requires the approval of a majority of holdings of voting securities of the Company, excluding shares held by WELL, which is an interested party in respect of the Transaction, specifically, as the Transaction is subject to the disinterested shareholder approval requirements of (a) sections 604(a)(ii) and 611(b) of the TSX Company Manual as: (i) WELL is a related party of the Company; and (ii) the value of the consideration paid to WELL for the purchase of the shares of Intrahealth will be greater than 10% of the current market capitalization of the Company and the number of securities issued or issuable to insiders of the Company as a group, together with any securities issued or made issuable to insiders as a group for acquisitions during the preceding six months, in payment of the purchase price for the Transaction exceeds 10% of the number of securities of the Company which are outstanding on a non-diluted basis, prior to the date of closing of the Transaction; and (b) section 611(c) of the TSX Company Manual as the number of securities issued or issuable in payment of the purchase price for the Transaction may exceed 25% of the number of securities of the Company which are outstanding, on a non-diluted basis. Shareholders representing a majority of the voting shares of the Company have executed a written consent approving the Transaction. The TSX has advised the Company that it will be permitted to rely on that written consent of such shareholders as evidence of the required majority shareholder approval in accordance with section 604(d) of the TSX Company Manual, and accordingly that it will not be required to hold a formal special shareholder meeting to seek approval of the Transaction.

Under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Transaction constitutes a “related party transaction” because WELL holds more than 10% of the outstanding Class A Shares of the Company. However, the Transaction is exempt from the formal valuation and minority shareholder approval requirements 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, as the Transaction is supported by a control person of the Company in the circumstances described in section 5.5(e) of MI 61-101.

Dr. Alexander DobranowskiChief Executive OfficerHEALWELL AI Inc.

About HEALWELL

HEALWELL is a healthcare technology company focused on AI and data science for preventative care. Its mission is to improve healthcare and save lives through early identification and detection of disease. As a physician-led organization with a proven management team of experienced executives, HEALWELL is executing a strategy centered around developing and acquiring technology and clinical sciences capabilities that complement the Company's road map. HEALWELL is publicly traded on the TSX under the symbol “AIDX” and on the OTC Exchange under the symbol “HWAIF”.

To learn more about HEALWELL, please visit https://healwell.ai/.

Forward-Looking Statements

Certain statements in this press release, constitute “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements in this press release includes without limitation statements relating to the Transaction, including the terms and conditions, closing date and impacts thereof; HEALWELL’s anticipated benefits and synergies from the Transaction, including Intrahealth’s expected 2024 revenues; HEALWELL’s future plans including it’s ability to execute on its strategic goals, including HEALWELL’s ability to identify and close acquisition targets and to launch new AI commercial initiatives, the achievement of profitability and revenue targets; HEALWELL’s future growth prospects and business outlook; the planned growth of HEALWELL’s customer base and the expected growth of operations, and the future conditions of the healthcare and healthcare AI market. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements.

Forward-looking statements are often, but not always, identified by words or phrases such as “to become”, “improve”, “growth”, “ensuring”, “continue”, “anticipated”, “expects”, “proceed”, “potential”, “future”, “consider”, “result in”, “increase”, “deliver”, “emerging”, “is poised”, “plan”, “position”, “opportunities”, “expansion”, “exercise”, “ensure”, “achieve”, “acquire”, “complete”, “satisfy”, “entitle”, “subject to” or variations of such words and phrases or statements that certain future conditions, actions, events or results “will”, “may”, “could”, “would”, “should”, “might” or “can” be taken, occur or be achieved, or the negative of any of these terms . Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by HEALWELL as of the date of such statements, are outside of HEALWELL's control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward-looking statements contained in this press release are based on various assumptions, including, but not limited to, the following: the satisfaction of any additional conditions to the Transaction including, without limitation, any future acceptance of the Transaction by the TSX or securities commission and the receipt of any additional approvals for the Transaction, including but not limited to any further acceptance, any board approvals, shareholder approvals or third party consents. Although HEALWELL’s management believes that the assumptions made and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking statements will prove to be accurate. By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections, or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved.

Known and unknown risk factors, many of which are beyond the control of HEALWELL, could cause the actual results of HEALWELL to differ materially from the results, performance, achievements, or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed under the section entitled “Risk Factors” in HEALWELL's most recent annual information form dated March 31, 2023, and in the preliminary short form base shelf prospectus dated January 19, 2024, both of which are available under HEALWELL's SEDAR+ profile at www.sedarplus.com. The risk factors are not intended to represent a complete list of the factors that could affect HEALWELL, and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, HEALWELL disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All of the forward-looking statements contained in this press release are qualified by these cautionary statements.

For more information:

Pardeep S. SanghaInvestor Relations, HEALWELL AI Inc.Phone: 604-572-6392ir@healwell.ai