WELL buys clinics, allies with HEALWELL AI

VANCOUVER, BC and TORONTO – WELL Health Technologies Corp., a digital healthcare company, is pleased to announce the acquisition of HEALWELL AI Inc.’s clinical assets in Ontario. HEALWELL AI was formerly known as MCI Onehealth Technologies Inc. The transaction includes a strategic alliance between WELL and HEALWELL, and a conditional call option which would allow WELL to purchase a controlling interest of HEALWELL from the prior MCI founders’ multi-voting shares.

Hamed Shahbazi (pictured), founder and CEO of WELL commented: “Investing in and developing AI enabled tools and technologies for care providers is of core interest to WELL. This is why we not only sought to invest in and support HEALWELL but also acquire the conditional option to purchase a controlling stake in the company.”

“With this transaction, WELL amplifies its commitment to revolutionizing and positively impacting Canadian healthcare with secure and responsibly configured AI technologies. Together, WELL and HEALWELL have the tools, the vision, and the drive to navigate challenges and harness the power of innovation. We’re setting the stage for a brighter, more efficient healthcare future.”

Upon the successful completion of this transaction, WELL fortifies its stature as a predominant entity in the Canadian healthcare landscape. This move amplifies WELL’s dual strengths – its robust clinical prowess and its cutting-edge technological solutions.

Not only does this transaction consolidate WELL’s position as Canada’s premier healthcare clinic owner-operator, but it also accentuates its dedication to empowering healthcare providers through innovative AI and data-driven technologies, particularly those targeting preventative care.

The completion of this Transaction will also welcome the following two WELL representatives to HEALWELL’s board: Hamed Shahbazi, Chairman and CEO and Erik Danudjaja Senior Associate, Corporate Development and Strategy.

The inclusion of WELL’s leadership on the HEALWELL board combines a wealth of knowledge and vision, aimed at addressing the highly fragmented and under-digitized Canadian healthcare market.

Both companies see a significant opportunity to bridge existing gaps and elevate patient outcomes through technology and innovation. This alliance underscores a mutual dedication to advancing the Canadian healthcare landscape, paving the way for a more integrated, dynamic, and responsive system.

For stakeholders and investors, this partnership is the beginning of a transformative shift in the way healthcare is delivered, championing a future that is more technologically adept and economically sustainable.

WELL has entered into a Strategic Alliance Agreement with HEALWELL to accelerate the growth and development of HEALWELL’s AI-enabled healthcare technologies. The agreement establishes a framework for the two companies to harness their collective resources and expertise.

WELL gains access to HEALWELL’s data analytics expertise and the opportunity to deploy and license HEALWELL’s AI technologies, and HEALWELL gains access to WELL’s extensive clinic and physician network to drive growth and enhance the experience of doctors and patients at WELL’s clinics.

Under an asset purchase agreement, WELL acquired HEALWELL’s performing clinics in Ontario, which are expected to generate annual revenue of more than $21 million and contribute to positive EBITDA in fiscal year 2024.

On the closing of the Transaction, WELL paid: $1.5 million cash for HEALWELL’s clinical assets; $3.5 million in WELL shares to the holders of The First Canadian Wellness Co. secured credit facilities; and $4.0 million in cash invested in HEALWELL as part of a convertible debenture financing with 5-year maturity, 10% coupon and convertible into Class A Subordinate Voting Shares at a conversion price of $0.20 per share and 5-to-1 warrant coverage. WELL becomes the largest shareholder of HEALWELL on an as-converted basis.