Carebook Announces Closing of Acquisition of InfoTech Inc. (Wellness Checkpoint®)
Global Leader in Health and Productivity Risk Management Expands Carebook's Global Reach
Acquisition Financed through Closing of C$11 Million Credit Facilities with Leading Canadian Schedule 1 Bank
MONTREAL, April 6, 2021 /PRNewswire/ - Carebook Technologies Inc. ("Carebook" or the "Company") (TSXV: CRBK) (OTCPK: CRBKF) (XETR: PMM1), a leading Canadian digital health company offering innovative digital health and virtual care solutions for pharmacies, employers and insurers, is pleased to announce the closing of its previously announced acquisition of InfoTech Inc., doing business as Wellness Checkpoint® ("InfoTech"). InfoTech (previously referred to as TargetCo in news releases issued by Carebook), founded by Zorianna Hyworon and based in Winnipeg, Manitoba, is a recognized global leader in health and productivity risk management. InfoTech's proprietary software platform Wellness Checkpoint, IP and metrics are supported by advanced analytics and focus on employees' physical health, mental health and well-being, and their impact on work and business effectiveness.
A Canadian company with a global reach, InfoTech developed the first online, interactive health risk assessment, Wellness Checkpoint®. Wellness Checkpoint has grown to serve close to one million employees and has evolved into a multilingual, web-based service used by many Fortune 500 companies in over 100 countries. Delivered as an online, multilingual (26 languages and counting), global hosted Software as a Service, Wellness Checkpoint seamlessly integrates into the business fabric of health, benefits, HR and risk management. Representative clients include multinational companies in the financial, technology, pharmaceutical, manufacturing and resources sectors, many of whom are long-term clients.
InfoTech is profitable and will be immediately accretive to Carebook. The combined unaudited trailing twelve-month revenue of Carebook's and InfoTech's operations would have been $7.7 million as of September 30, 2020.
The total purchase price for the acquisition is C$14 million on a cash free and debt free basis, consisting of a combination of C$9 million in cash and C$5 million in common shares of Carebook ("Carebook Shares") at a price of C$1.21 per Carebook Share. The purchase price is subject to customary post-closing adjustments for working capital, transaction expenses and net debt. The cash portion of the purchase price for the acquisition of InfoTech is being financed by the recently disclosed C$11 million debt financing (the "Financing") with a leading Canadian Schedule 1 bank and one of its affiliates (together, the "Lenders"), consisting of a C$7 million revolving term facility and a C$4 million non-revolving term loan facility, as more fully described below.
"We are thrilled to welcome InfoTech into the Carebook family," commented Pascale Audette, CEO of Carebook. "I am particularly looking forward to working with the Company's highly regarded team. Combining InfoTech's global and dynamic operations with those of Carebook will allow us to leverage the Wellness Checkpoint platform and blue-chip customer base with Carebook's core engagement platform. The combination of Carebook's wellness and virtual care platform with InfoTech's corporate health and well-being expertise will drive significant revenue growth. We have identified multiple opportunities that can accelerate the combined entity's growth over the next twelve months. This acquisition positions Carebook for overall growth on a global basis in the employer vertical."
"We look forward to joining the Carebook team so that we may accomplish great things together." commented Zorianna Hyworon, Founder, President & CEO of InfoTech. "My personal and business mission has always been to support employers globally in making informed risk management decisions with a broader view of risk that encompasses physical, psychological and organizational factors that impact health, well-being, productivity and effectiveness. Working with Carebook, a company also rooted in science and with a likeminded, people-centric vision, presents an opportunity for more innovation, more engagement, and more growth globally."
Carebook is pleased to announce that it has secured the following credit facilities from the Lenders, which have enabled it to complete the acquisition:
Under the conditions of the agreement governing the Credit Facilities (the "Credit Agreement"), the Revolving Facility will be available for a one year committed term, renewable annually, and bears interest at CDOR plus a variable margin for Canadian variable rate loans. The initial margin will be 8.0% and will be reduced to 4.50% after completion of certain milestones, and further reduced to 3.25% from completion of the Offering (as defined below). The Revolving Facility is subject to a borrowing base equal to six times the monthly recurring revenues of Carebook and its subsidiaries, minus all amounts which could give rise to a claim which ranks or is capable of ranking in priority to the Lenders' security or otherwise in priority to any claim by the Lenders for repayment of any amounts owing under the Credit Agreement. The amount available under the Revolving Facility will be decreased to C$4 million upon the earlier of: (i) August 6, 2021 and (ii) completion of the Offering.
The Term Loan Facility will mature on April 6, 2022 and bears interest at CDOR plus a margin of 4.50% for Canadian variable rate loans and will be fully drawn to complete the acquisition of InfoTech.
Borrowings under the Credit Facilities may be in either Canadian dollars or U.S. dollars at Carebook's election. Interest on the Credit Facilities is payable monthly in arrears.
The Financing is to be secured by a first-ranking security interest in all of the present and future property and assets of the Company and certain of its subsidiaries. In connection with the Financing, Carebook has agreed, subject to acceptance by the Exchange, to issue to the Lenders 417,646 warrants to purchase Carebook Shares. Each such warrant will entitle the Lenders to purchase, on or before April 6, 2022, one Carebook Share at an exercise price of C$1.22, or as otherwise determined and permitted in accordance with the policies of the TSXV rules. The warrants, and the Carebook Shares issuable upon exercise of the warrants, will be subject to a restriction on resale for a period of 4 months and 1 day following the issuance of the warrants. The issuance of the warrants to the Lenders is subject to prior approval of the TSXV.
In addition to financing the acquisition, Carebook plans to use the proceeds of the Financing to finance the working capital needs and for general corporate purposes of the Company. Pursuant to the terms of the Credit Agreement, Carebook has undertaken to complete, within 120 days following the Closing Date, an offering of Carebook Shares (the "Offering") up to $11M in equity, or a lesser amount dependent on certain events.
About Carebook Technologies
Our core is science. Our solutions are accessible. Our mission is to empower people.
Built on a powerful health platform, Carebook creates highly engaging, customer-centric digital solutions for pharmacies, insurance providers, individuals, governments and employers. Based in Montreal and led by a world-class team and Board with extensive global business and healthcare industry experience, Carebook's core is science and technology, its philosophy is people-first, and its goal is accessible, connected health for everyone. Carebook recently listed on the TSX Venture exchange under the symbol "CRBK" and trades on the OTC Markets under the symbol CRBKF and Frankfurt Stock Exchange under the symbol PMM1.
Notice regarding forward-looking statements:
This release includes forward-looking information within the meaning of Canadian securities laws regarding Carebook, its business, the acquisition of InfoTech, the Financing and the Offering. The forward-looking information contained herein includes, but is not limited to, the intended use of proceeds of the Financing, the combined financial performance of Carebook and InfoTech, the accretive nature of the acquisition of Infotech, the anticipated issuance of the Warrants, and the anticipated benefits of the acquisition of InfoTech. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of Carebook and are based on assumptions and subject to risks and uncertainties. Although the management of Carebook believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including failure to obtain regulatory approvals, economic factors, management's ability to manage and to operate the business of Carebook and InfoTech, Carebook's ability to integrate and consolidate the acquisition of InfoTech and to realize the anticipated benefits of the acquisition, the ability of Carebook to realize the anticipated cost-savings and synergies of acquisition of InfoTech, the Company's ability to complete the Offering, Carebook's future compliance with the terms of the Credit Agreement, including the financial ratios contained therein, the equity markets generally, risks associated with growth and competition and other risks disclosed in the Company's public filings including the Listing Application dated September 28, 2020 filed on SEDAR. Although Carebook has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Carebook does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. In addition, the current situation and future developments with respect to the COVID-19 pandemic could cause certain of the assumptions and information set forth herein or the fact that on which such assumptions are based to differ materially from previous expectations including in respect of demand for our products, supply chain and availability of materials, mobility and shipping of materials and or products, access to debt and equity capital and other factors.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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SOURCE Carebook Technologies Inc.
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