Provides employee health services to over 5000 corporate clients, 1 million employees and family members by utilizing a clinical network of over 3500 clinicians
- HumanaCare provides employees and family members with industry leading short-term support through nurse triage for everyday life challenges
- Integrated with CloudMD’s enterprise services, the solution will offer a comprehensive, holistic approach to healthcare which includes telemedicine, triaging, on-demand mental health support, and educational healthcare resources
- CloudMD will have the only employee assistance solution to deliver care plans to employees for short-term, long-term and chronic care
- CloudMD will be able to optimize and cross-sell into HumanaCare’s current client network
- Immediately accretive with significant annualized revenue run rate, based on signed contracts of approximately $3.3 million and projected EBITDA margin greater than 19% with near term optimization synergies.
VANCOUVER, British Columbia, Oct. 28, 2020 — CloudMD Software & Services Inc. (TSXV: DOC, OTCQB: DOCRF, Frankfurt: 6PH) (the “Company” or “CloudMD”), a telehealth company seeking to revolutionize the delivery of healthcare to patients, is pleased to announce that it has signed a binding term sheet (“Term Sheet”) to acquire 100% of HumanaCare Inc. (“HumanaCare”), an integrated, Employee Assistance Services (“EAP”) solution which provides compassionate, holistic, physical and mental health support for employees and their family members.
HumanaCare is an industry leading EAP, funded by employers to provide access to mental and physical wellness support services. HumanaCare provides employee health services to over 5000 corporate clients, 1 million employees and their family members utilizing a clinical network of more than 3500 clinicians. Currently, HumanaCare has multi-year agreements to service fortune 500 clients, leading corporations and advisors. The solution uses nurse triage to support mental health and short-term incidental issues including counselling, financial stress, nutrition, legal and eldercare consultation. HumanaCare’s programs include, YourNurse, Chronic Disease Management, Eldercare, Medical Second Opinion and Disability Support Services.
HumanaCare has more than 35 years of Canadian healthcare experience and has solidified its place as one of the top EAP providers in Canada. The EAP segment has shown significant year over year growth and is only increasing in importance as the mental and physical strain of remote working and social distancing become more evident. With a focus on innovation, a holistic approach to care, and continuity of care centred around the patient, CloudMD believes HumanaCare will be a market leader.
Historically, EAP’s have focused exclusively on short-term incidental care. This is a transformational acquisition, as HumanaCare combined with CloudMD’s enterprise platform will not only provide short-term support, but now employees and family members will have access to a patient-focused approach to longer-term and chronic care management. CloudMD will be able to optimize and cross-sell into HumanaCare’s current client network by offering corporations and employers a more comprehensive solution which includes telemedicine, triaging, on-demand mental health support, and educational healthcare resources. As a solution to the currently siloed healthcare system, the combined offerings will provide one, centralized platform that breaks down the barriers to access by offering a team-based, longitudinal approach to employee wellbeing.
HumanaCare’s current annualized revenue run rate (1) is approximately $3.3 million with EBITDA (earnings before interest, taxes, depreciation and amortization) margins that are greater than 19 per cent. Upon closing, the acquisition of HumanaCare will be immediately accretive to CloudMD with synergies the Company believes will drive further revenue and increased EBITDA margin through cost savings achieved through scaling of operations and by tapping into CloudMD’s network of counsellors, nurses, and other healthcare professionals.
Karen Adams, Chief Innovation Officer of CloudMD commented, “This acquisition is a key component of our private care, enterprise growth strategy and will position CloudMD as one of the only providers able to address the short-term and long-term mental and physical healthcare needs of employees. CloudMD will now be able to provide corporations and employers one, centralized platform incorporating telemedicine, mental health, physical health and education to manage their employees’ health and wellbeing, by increasing the level of care provided. The centralized platform will also significantly reduce costs associated with multiple vendors, as well as provide better patient care outcomes.”
“The combination of HumanaCare’s model of delivering exceptional outcomes by supporting the mental and physical healthcare needs of the individual, combined with the technology forward platform of CloudMD and Snapclarity’s revolutionary digital mental health services, we will become the standard in the evolution of patient-centred care,” said Jamie Marcellus, President of HumanaCare. “Employers are looking to provide a solution that addresses the physical and mental health needs of their employees across the continuum of care – from wellness through to crisis and resolution. The unique combination of CloudMD’s enterprise solutions addresses many of the gaps in the health care continuum allowing employers to offer a complete solution for their employees’ evolving healthcare needs.”
Terms of Acquisition
In consideration for the purchase of 100% of the outstanding securities of HumanaCare, CloudMD has agreed to pay shareholders of HumanaCare aggregate consideration of $17.5 million payable as follows: (i) $6.3 million in cash, subject to a working capital adjustment; (ii) $6.825 million in common shares of the Company; and (iii) a performance-based earnout of $4.375 million, which is payable in common shares of the Company in equal annual issuances over a period of two years. All common shares issued pursuant to the acquisition will be issued at a deemed price of $2.88 per common share and are priced by calculating the 10-day volume-weighted average trading price of the Company’s common shares for the 10 trading days prior to the execution of the binding term sheet. The common shares will be subject to certain contractual restrictions on trading for a period of 25 months from the date of issuance.
The acquisition is subject to customary closing conditions, including the execution of a definitive acquisition agreement and receipt of TSX Venture Exchange approval.
CloudMD has engaged Native Ads, Inc. (“Native Ads”) to provide strategic digital media services, marketing, and data analytics services (the “Services”).The Company has agreed to pay Native Ads $250,000 in consideration for the Services to be provided. Native Ads will not receive any securities of the Company as compensation for the Services. The Company has engaged Hybrid Financials Ltd. (“Hybrid”) to provide marketing services and a marketing campaign (the “Marketing Services”) for a term of 6 months. The Company has agreed to pay Hybrid a monthly fee of $15,000 in consideration for the Marketing Services to be provided. Hybrid will not receive any securities of the Company as compensation for the Marketing Services. The Company has signed a subsequent agreement with Octagon Media Corp./Wall Street Reporter (“Octagon”) for continuation of the investor marketing program, which includes digital media and investor awareness. The Company has agreed to pay Octagon US$30,000 in consideration for providing the marketing program. Octagon will not receive any securities of the Company as compensation for their services.
(1) Annual revenue run rate figures are calculated based on annualizing the total current contracted revenue based on signed agreements. This figure includes approximately $372,000 of signed contracts with start dates ranging from November 1, 2020 to January 1, 2021.
About CloudMD Software & Services
CloudMD is digitizing the delivery of healthcare by providing a patient centric approach, with an emphasis on continuity of care. The Company offers SAAS based health technology solutions to healthcare providers across North America and has developed proprietary technology that delivers quality healthcare through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, educational resources and artificial intelligence (AI). CloudMD currently services a combined ecosystem of over 500 clinics, almost 4000 licensed practitioners and 8 million patient charts across North America.
About HumanaCare
HumanaCare is a Canadian leader in employee health programs focused on delivering improved mental and physical health outcomes to organizations, employees and families. Through its Employee Assistance Programs, Medical Second Opinion Services, Disability Support and Eldercare Case management Services, HumanaCare supports hundreds of thousands of members, employees and their families of more than 5,000 organizations across Canada and the US. For more information on HumanaCare, visit www.humanacare.com
ON BEHALF OF THE BOARD OF DIRECTORS
“Dr. Essam Hamza, MD”
Chief Executive Officer