MONTREAL, Aug. 9, 2021 /CNW Telbec/ - Carebook Technologies Inc. ("Carebook" 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 Company's acquisition of CoreHealth Technologies Inc. ("CoreHealth") (previously referred to as TargetCo in Carebook's press releases dated June 29, 2021 and August 5, 2021). CoreHealth's leading platform powers health and wellness programs for corporate wellness companies, major insurers, human resources consulting firms, employee assistance program providers, health systems, population health management providers, group benefit brokers, health coaching providers and large employers. Carebook 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 accretive acquisition provides Carebook with multiple benefits, including:
Over $3.0 million in annualized revenue
Ownership of strategically significant technology
A premier customer base that includes over two million license holders worldwide
"The acquisition of CoreHealth is highly strategic for our company," commented Pascale Audette, CEO of Carebook. "When we became a public company in October 2020, we highlighted our objective to become a global leader in digital health and to be the connecter to a new model of healthcare. With the acquisition of CoreHealth, combined with our recent acquisition of InfoTech, we have built the foundation for achieving this objective and at the same time have significantly extended our global reach. We will now be serving over 3.5 million license holders around the world. Carebook is now better positioned to serve its clients and customers across its 3 key verticals with the combination of its digital health and virtual care solutions, CoreHealth's powerful and flexible wellness platform, and InfoTech's Wellness Checkpoint solution. These acquisitions provide Carebook with significant opportunities for growth given our capability to now offer a wider range of best-in-class products and the ability to integrate and co-sell solutions making our clients more competitive."
Based in Kelowna, British Columbia, CoreHealth has been providing its all-in-one platform that brings an organization's corporate wellness program into one place for more than 15 years. Its leading technology is flexible, configurable, and scalable and is highly desirable due to its ability to engage participants. Health and wellness providers use the CoreHealth platform to deliver their programs to the users.
"We are thrilled to join the Carebook family of companies," stated Anne Marie Kirby, Founder and CEO of CoreHealth. "We have worked alongside Carebook and InfoTech over the years and clearly recognize what a gamechanger 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 offer exponentially more to both 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 finance 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 expenses and net debt) as follows:
$7.5 million in cash, of which:
(i) Approximately $5.5 million was paid to the vendors at closing (adjusted for estimated working capital and net debt);
(ii) $1 million is being deferred subject to CoreHealth achieving certain revenue performance in the 12-month period following closing; and
(iii) $1 million is being held back to secure against any potential indemnification obligations of the vendors.
$1.5 million in common shares of Carebook ("Carebook Shares") at a deemed price of $0.99 per share (being the volume weighted average trading price of the Carebook Shares on the TSX Venture Exchange ("VWAP") for the five (5) trading days immediately preceding the closing date of the acquisition), therefore resulting in an issuance of 1,509,207 Carebook Shares to the vendors at closing.
The vendors of CoreHealth will also be entitled to a separate earn-out based on revenue performance of CoreHealth for the 12-month period that commences 6 months following closing, up to a maximum of $4 million, payable entirely in Carebook Shares at a price to be based on the greater of:
(i) VWAP for the five (5) trading days immediately preceding the earn-out payment date; and
(ii) the Discounted Market Price (as such term is defined by the policies of the TSX Venture Exchange) on the day prior to the earn-out payment date.