WELL Health Acquires Majority Stake in HEALWELL AI, Expanding AI-Driven Healthcare Solutions

WELL Health Expands AI Healthcare Footprint

WELL Health Technologies Corp., a digital healthcare company, has announced its intention to exercise a call right to acquire a majority controlling interest in HEALWELL AI Inc., a healthcare artificial intelligence company. This strategic move coincides with HEALWELL's acquisition of Orion Health, a New Zealand-based health information systems provider 1

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Strategic Acquisition Details

WELL Health will amend and exercise its call right to acquire 30.8 million Class A Subordinate Voting Shares and 30.8 million Class B Multiple Voting Shares of HEALWELL. Following this transaction, WELL is expected to hold approximately 37% economic interest and 69% voting interest in HEALWELL on a non-diluted basis 1

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The acquisition is set to close on April 1, 2025, concurrent with HEALWELL's purchase of Orion Health for approximately NZD$175 million, with an additional performance-based earn-out of up to NZD$25 million 4

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Financial Impact and Synergies

WELL anticipates that HEALWELL will contribute approximately $160 million in revenue with positive Adjusted EBITDA to WELL's consolidated financial statements over the next 12 months 1

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. This acquisition is expected to strengthen WELL's financial profile and create a larger, scalable business with substantial growth potential.

Hamed Shahbazi, Founder and CEO of WELL, commented on the strategic importance of this move:

"By combining our scale and national footprint with HEALWELL's expertise in AI and Orion's experience in implementing global health information systems, we believe we are well-positioned to deliver cutting-edge AI-enabled solutions that will enhance patient care and drive innovation." 3

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Orion Health's Contribution

Orion Health brings significant assets to the combined entity:

• Nearly 400 employees across 11 countries
• Over 70 public and private sector customers
• A population reach of 150 million lives worldwide
• Expected revenue of over $100 million, primarily from subscription licenses and services 1

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AI-Driven Healthcare Innovation

The acquisition of Orion Health by HEALWELL, now majority-owned by WELL, creates opportunities for global health systems to access advanced AI technology. This combination aims to deliver actionable insights and drive better healthcare outcomes by leveraging HEALWELL's AI expertise and Orion Health's established presence in the public sector 3

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Dr. Alexander Dobranowski, CEO of HEALWELL, emphasized the transformative nature of this acquisition:

"The acquisition of Orion Health represents a transformative milestone for the Company, bringing large enterprise customers, recurring revenues, strong operating margins and free cashflow conversion to HEALWELL while providing a significant new channel for the distribution of our best-in-class AI products." 4

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Financing and Future Outlook

The transaction was financed through a combination of cash, share issuance, and debt offerings. HEALWELL completed a subscription receipt equity offering of approximately C$25.5 million and a convertible debt offering of approximately C$27.3 million to partially fund the purchase 4

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As the healthcare industry continues to evolve, this strategic move positions WELL Health, HEALWELL AI, and Orion Health at the forefront of AI-driven healthcare solutions, promising enhanced patient care and operational efficiencies in the global healthcare market.