Welltower (WELL) to Acquire ExecHealth

April 8, 2021 7:01 AM EDT

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WELL Health Technologies Corp. entered into a purchase agreement to acquire all of the issued and outstanding shares of ExecHealth Inc.. ExecHealth is an omni-channel healthcare provider located in Ottawa, Ontario specializing in corporate and executive health, primary care and integrated health services.

"We are pleased to announce our agreement to acquire ExecHealth and expand our network into Ontario, Canada's largest healthcare market," said Hamed Shahbazi, Chairman and CEO of WELL. "This proposed acquisition represents another milestone in the execution of our plans to further grow our presence in the premium margin corporate and executive health segment, building on our recent acquisition of ExcelleMD, a leading provider of such services in Qu├ębec. We look forward to completing this acquisition and working with the ExecHealth team to continue to provide the outstanding service and care their patients have come to expect."

Since 2005, ExecHealth has provided medical care to professionals and families, including executives, diplomats and other professionals in the Ottawa region. In addition to providing primary care services, ExecHealth provides corporations and other organizations with executive health, employee wellness, pre-employment and periodic medical exams as well as other integrative services such as physiotherapy and counselling services. For the 12 months ended February 28, 2021, ExecHealth had unaudited revenues of approximately $3M with EBITDA(1) Margin greater than 50%. ExecHealth is a high growth operation that has organically grown both its revenues and EBITDA at growth rates of over 20% over the past three years. ExecHealth has over 1,000 clients and greater than two-thirds of its revenues are attributable to recurring membership fees. As a result of the COVID pandemic, over 50% of ExecHealth's patient visits are currently delivered via telehealth vs. in-person consultations.

"We are thrilled to join the WELL group of companies. WELL's focus on the use of technology to provide the most advanced care possible is fully in line with our strategic vision," said Sanjay Shah, Founder and President of ExecHealth. "By leveraging WELL's expansive portfolio of medical technologies and clinic network, we believe this opportunity will allow us to seek further growth and enhance our patient offering."

Transaction Details:

Pursuant to the agreement, the Company will acquire all of the outstanding shares of ExecHealth for the following consideration: (i) $6,523,175 in cash on the closing date, subject to customary closing adjustments and holdbacks; (ii) $4,208,500 through the issuance of common shares of the Company on closing based on the volume weighted average price of the Company's common shares on the Toronto Stock Exchange for the five trading days preceding closing; and (iii) a multi-year performance-based earn-out of up to $1,893,825. Closing of the transaction is subject to customary closing conditions and is expected to occur in early May 2021.

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