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HEALWELL has signed a $50 million credit agreement, contingent on and in support of its acquisition of Orion Health, with credit to be provided by a syndicate of Schedule I Canadian Banks, including The Bank of Nova Scotia as Sole Bookrunner, Admin Agent, and Co-Lead Arranger, and Royal Bank of Canada as Co-lead Arranger.
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The credit agreement also provides for an additional uncommitted future accordion feature of up to $25 million.
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Between this credit agreement and the capital raised through the Companyās recently completed subscription receipt financings, the Company has financing arrangements for over $100 million in place to support its acquisition of Orion Health.
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HEALWELL and the vendor have delivered a trigger notice under the share purchase agreement for Orion Health and HEALWELL has advanced an initial NZD$5 million to the vendor, commencing the pre-closing reorganization process with a target closing date of April 1, 2025.
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The Credit Agreement provides for a $20 million term loan and a $30 million revolving credit facility, for total aggregate proceeds of $50 million, together with an additional uncommitted future accordion feature of up to $25 million. The obligations of the Company under the Credit Agreement and the other loan documents will be secured entirely of the assets and share pledges of Orion Health and its subsidiaries. The availability of credit under the Credit Agreement is contingent on the satisfaction or waiver of a number of conditions precedent typical for loans of this nature, including completion of the acquisition of Orion Health by HEALWELL.
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Between the Credit Agreement and the capital raised in the Companyās recently completed subscription receipt financings, the Company has financing arrangements for over $100 million in place to support its acquisition of Orion Health. This financing readiness, in addition to the receipt of certain regulatory and shareholder approvals announced earlier this year, signifies the Companyās satisfaction all of the material conditions precedent necessary to commence the pre-closing reorganization process and proceed towards closing the acquisition. HEALWELL and the vendor (the āVendorā) have mutually signed the trigger notice under the share purchase agreement for Orion Health (the āShare Purchase Agreementā) and HEALWELL has paid a non-refundable NZD$5 million advance to the Vendor to initiate the pre-closing reorganization process contemplated by the Share Purchase Agreement, with a target closing date for the acquisition of April 1, 2025.
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Anthony Lam, CFO of HEALWELL, commented, āWe are pleased to announce this significant milestone for HEALWELL as we look to close on our announced acquisition of Orion Health. Securing this credit facility will solidify our balance sheet and provide us with the financial stability needed to execute on our strategic growth initiatives. It is particularly validating to have the support of two top tier Canadian banks, Scotiabank and RBC, who recognize the strength of our business and our strategic direction. We would like to thank our new financial partners as their backing reinforces our ability to execute on our strategic vision and we are excited about the opportunities this financing unlocks for our company.ā
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With the delivery of the trigger notice, all conditions precedent to closing the acquisition under the Share Purchase Agreement have been satisfied or waived by the Company and the Vendor, other than those relating to the successful completion of the pre-closing reorganization and payment of the purchase price.
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Dr. Alexander Dobranowski, the CEO of HEALWELL, commented, āWe are very pleased to have mutually agreed to triggering the mechanical closing process with Orion and look forward to updating our shareholders on or around April 1st on the close of our transaction and welcoming the Orion team to the HEALWELL family. This is a major step for HEALWELL and we truly appreciate the tremendous support weāve received from investors on this important transaction.ā
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Orion Health is a leader in global healthcare technology, with over 70 worldwide customers in 11 countries. Orion Healthās software solutions currently serve a population approaching 150 million lives globally; which will materially expand HEALWELLās footprint to execute against its mission of early disease detection. The acquisition of Orion Health will provide HEALWELL with a significant multi-jurisdictional platform to deliver its best-in-class AI-driven solutions by integrating them with Orion Healthās advanced healthcare data infrastructure capabilities. The acquisition will also significantly scale HEALWELLās platform by deepening its penetration into the public sector, supported by Orion Healthās long-standing government relationships and broader customer base.
Dr. Alexander Dobranowski
Chief Executive Officer
HEALWELL AI Inc.
HEALWELL is a healthcare artificial intelligence company focused on preventative care. Its mission is to improve healthcare and save lives through early identification and detection of disease. Using its own proprietary technology, the Company is developing and commercializing advanced clinical decision support systems that can help healthcare providers detect rare and chronic diseases, improve efficiency of their practice and ultimately help improve patient health outcomes. 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 Toronto Stock Exchange under the symbol āAIDXā and on the OTC Exchange under the symbol āHWAIFā. To learn more about HEALWELL, please visit https://healwell.ai/.
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Forward Looking StatementsĀ
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, including statements about the anticipated completion of the acquisition of Orion Health by the Company; and the anticipated impact of the acquisition of Orion Health on the Companyās business, its technology and service offerings, and its access to new customers and markets; and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements are often, but not always, identified by words or phrases such as ācontingent onā, āto supportā, āproposedā, ātargetā, ālook toā 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 managementās 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 ability of HEALWELL, the Vendor and Orion Health to successfully complete the pre-closing reorganization, or to complete it on the terms and timelines presently contemplated by the parties; HEALWELLās ability to satisfy any remaining conditions precedent to completing the acquisition of Orion Health; HEALWELLās ability to satisfy the conditions necessary to secure the release of financing under the credit facility and its previously completed subscription receipt financings; HEALWELLās ability to successfully integrate Orion Healthās business, technologies, customers and personnel with its own; the continued adoption of the software, tools and solutions created by HEALWELL; that HEALWELL will be successful in identifying, executing and integrating new acquisitions, investments and/or partnerships; the stability of general economic and market conditions; sufficiency of working capital and access to financing; HEALWELL’s ability to comply with applicable laws and regulations; HEALWELL’s continued compliance with third party intellectual property rights; the effects of competition in the industry; the requirement for increasingly innovative product solutions and service offerings; technologies working as intended or at all; trends in customer growth and the adoption of new technologies in the industry; and that the risk factors noted below, collectively, do not have a material impact on HEALWELL’s business, operations, revenues and/or results. 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.Ā Ā
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 April 1, 2024, which is available under HEALWELL’s SEDAR+ profile atāÆwww.sedarplus.ca. 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 managementās expectations and plans relating to the future. 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.Ā
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For more information:
Pardeep S. SanghaĀ Ā
Investor Relations, HEALWELL AI Inc.Ā
Phone: 604-572-6392Ā Ā
ir@healwell.aiĀ