WELL Health Technologies Corp. (TSX: WELL) is a company focused on consolidating and modernizing clinical and digital assets within the healthcare sector, and CRH Medical Corporation (“CRH”) are pleased to announce the successful completion of their previously-announced business combination today, pursuant to which WELL has acquired all of the issued and outstanding common shares of CRH (the “CRH Shares”) for US$4.00 per share in cash (the “Acquisition”), representing an equity consideration of approximately US$286.6 million and a transaction value of approximately US$372.9 million, inclusive of CRH’s credit facility.
“I am pleased to welcome the talented CRH team to the WELL family,” said Hamed Shahbazi, Chairman and CEO of WELL. “CRH is our largest acquisition to date and it is a fantastic opportunity to apply WELL’s expertise in digitization and modernization of healthcare assets as well as its best-in-breed data security services to GI practices in the United States. With this acquisition, WELL’s financial and operating profile makes it an emerging leader in the tech enabled healthcare market across North America. Furthermore, CRH’s profitability and cash-flow generation will provide WELL with ample opportunities to allocate capital and increase inorganic growth.”
CRH is a rapidly growing company whose business is expected to experience strong growth in 2021 driven by underlying trends in case-loads, billing rates, and organic and acquisitive expansion. On March 16, 2021, CRH reported audited Q4 revenue of $36.8M, an increase of 21% from the fourth quarter of 2019, as well as adjusted operating EBITDA of $16.1M, a 44% adjusted operating EBITDA margin, and adjusted operating EBITDA attributable to CRH shareholders of $11.2M, an increase of 27% from the fourth quarter of 2019.
For over a decade, CRH has been focused on delivering high quality healthcare services and has emerged as a leading provider of anesthesia services to the GI (Gastroenterologist) community. CRH provides WELL with deep access to the U.S. healthcare system, including 3,200 GIs mostly in the U.S. and their extended practitioner networks which represents a compelling channel to unlock new revenue and business opportunities.
In conjunction with this Acquisition, CRH becomes a wholly-owned subsidiary of WELL and will operate autonomously as WELL’s seventh distinct business unit under the leadership of Dr. Tushar Ramani, CRH’s Chair and CEO. CRH will continue to operate much like before, aided by WELL and CRH management’s plans to effectuate certain synergies and apply WELL’s technology, data protection and digitization initiatives.
Dr. Ramani commented, “We look forward to collaborating with WELL’s management team to implement WELL’s technology and digitization tools across our business with the objective of optimizing and improving our services, enhancing and introducing new revenue opportunities to CRH, and delivering more value to our healthcare partners and their patients. We are committed to expanding our services and continuing our M&A program, which aligns perfectly with WELL’s own highly accretive and disciplined growth and capital allocation strategy. Becoming a part of the WELL Health family will help CRH to further improve our physician partners’ experiences and the health outcomes of the patients whose lives we impact every day.”
The Acquisition was partially funded via a subscription receipt equity offering of approximately C$302.5M at a price of C$9.80 per subscription receipt (the “Offering“) which was led by Hong Kong businessman and investor, Mr. Li Ka-shing, and included WELL’s CEO, board and senior management team as well as a number of significant institutional investors. Upon closing, all subscription receipts from the Offering have automatically converted to WELL common shares, without any further action required on the part of the subscription receipt holders.
The Acquisition was completed by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the “Arrangement“). Under the terms of the Arrangement, each former shareholder of CRH is entitled to receive US$4.00 in cash in exchange for each CRH Share held immediately prior to the effective time of the Arrangement. To receive the consideration in exchange for their CRH Shares, registered shareholders of CRH must complete, sign, date and return the Letter of Transmittal that was mailed to each registered shareholder of CRH.
The Letter of Transmittal is also available (i) from CRH’s depositary, Computershare Trust Company of Canada, that can be contacted for inquiries by telephone at 1-800-564-6253 or by email at firstname.lastname@example.org; or (ii) on SEDAR under CRH’s issuer profile.
In connection with completion of the Arrangement, the CRH Shares were delisted from the TSX and trading of the CRH Shares was suspended on the NYSE American. The CRH Shares will be formally delisted from the NYSE American on or about May 3, 2021 and CRH intends to submit an application or other appropriate documents to the applicable securities regulators in Canada and the United States to cease to be a reporting issuer and to terminate its public reporting obligations.