WELL Health closes $ 70 million oversubscribed firm offer of convertible debentures

/ THIS PRESS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND CANNOT BE DISTRIBUTED IN UNITED STATES OR BROADCAST ON UNITED STATES PRESS WIRE SERVICE./

VANCOUVER, BC, 25 November 2021 / CNW / – WELL Health Technologies Corp. (TSX: WELL) (“GOOD“or the”Society“) is pleased to announce that, following its dated press release November 15, 2021, it finalized its previously announced firm takeover bid for $ 70 million total principal amount of the Company’s senior unsecured convertible debentures due December 31, 2026 (the “Debentures“) at the price of $ 1,000 by debenture (the “Offer“), including $ 5 million total principal amount of debentures issued under the over-allotment option which has been exercised in full. The debentures have a coupon of 5.50% per annum and a conversion price of $ 9.23 per WELL common share, subject to adjustment in certain circumstances.

WELL (CNW Group / WELL Health Technologies Corp.)

Eight Capital and Scotiabank acted as joint bookkeepers of the offering, together with a syndicate of underwriters which also included Stifel GMP as co-lead manager and Canaccord Genuity Corp., CIBC World Markets Inc., Desjardins Securities Inc., Laurentian Bank Securities Inc. , TD Securities Inc., Beacon Securities Limited, Echelon Wealth Partners Inc., Haywood Securities Inc., Paradigm Capital Inc. and PI Financial Corp. (collectively, the “Subscribers“).

Hamed Chahbazi, Chairman and CEO of WELL, commented: “We would like to thank the investment community and in particular the high quality institutional investors who have supported us in this Offer. These funds will allow us to continue to execute our growth strategy for 2022 and beyond, and we look forward to continuing our technology empowerment of healthcare practitioners. “

The Company intends to use the net proceeds of the offering to fund growth initiatives, including to make potential future acquisitions, to repay debt and for working capital and general corporate needs.

The Debentures were eligible for distribution under the Company’s prospectus supplement dated November 17, 2021 (the “Brochure supplement“) and the simplified base shelf prospectus (the”Reference prospectus“) dated September 22, 2021, filed in each of the provinces and territories of Canada (other than Quebec). The Prospectus Supplement and Base Shelf Prospectus, including the documents incorporated by reference therein, are available on the Company’s Issuer Profile on SEDAR at www.sedar.com.

Certain directors and officers of the Company have purchased a total of $ 330, 000 principal amount of debentures in connection with the offering. The issuance of Debentures to insiders in connection with the Offering is considered a related party transaction under NI 61-101. The Company avails itself of the exemptions from the formal assessment and approval requirements of minority shareholders provided for in sections 5.5 (a) and 5.7 (1) (a) of Multilateral Instrument 61-101 on the basis that participation in the Offer by insiders does not exceed 25% of the fair market value of the market capitalization of the Company. A material change report in connection with the participation of insiders in the Offer will be filed less than 21 days before the closing of the Offer, which the Company has deemed reasonable in the circumstances in order to be able to take advantage of any opportunities. financing and complete the Offer as soon as possible.

This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of securities in any state in which such an offer, solicitation or sale would be illegal. The securities offered have not been and will not be registered in the United States. Securities Act of 1933, as modified, and may not be offered or sold in United States lack of registration or an applicable exemption from United States registration requirements Securities Act of 1933, as amended, and applicable state securities laws.

WELL HEALTH TECHNOLOGIES CORP.
Through: “Hamed Shahbazi”
Hamed Chahbazi Chairman and Chief Executive Officer, Chairman and Director

About WELL Health Technologies Corp.

WELL is a technology-based healthcare company whose primary goal is to positively impact healthcare outcomes to empower and support healthcare professionals and their patients. WELL has built an innovative practitioner empowerment platform that includes comprehensive end-to-end practice management tools, including virtual care and digital patient engagement capabilities, as well as medical record services. electronic (EMR), revenue cycle management (RCM) and data protection. WELL uses this platform to feed healthcare professionals both inside and outside of WELL’s own omnichannel patient service offerings. WELL owns and operates from Canada the largest network of ambulatory medical clinics serving primary and specialized health care services and is the provider of a leading multinational multidisciplinary telehealth offering. WELL is listed on the Toronto Stock Exchange under the symbol “WELL” and is part of the TSX Composite Index. To learn more about the company, please visit: www.well.company

Forward-looking information

This press release may contain “forward-looking information” within the meaning of applicable Canadian securities laws, including, without limitation, regarding the intended use of the proceeds of the offering, objectives, strategies and plan. growth of the company and execution of the growth of the company plan. Forward-looking information is necessarily based on a number of estimates and assumptions which, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking information can generally be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate” , “Expect”, “believe” or “continue”, or the negative of it or similar variations. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to differ materially from the estimated future results, performance or achievements expressed or implied by the forward-looking information and the information is not a guarantee of future performance. WELL’s comments expressed or implied by this forward-looking information are subject to a number of risks, uncertainties and conditions, many of which are beyond WELL’s control, and such information should not be relied on unduly. The forward-looking information is qualified in its entirety by the inherent risks and uncertainties, in particular: the significant direct and indirect negative effects of the COVID-19 pandemic; unfavorable market conditions; the risks inherent in the primary health care sector in general; regulatory and legislative changes; that future results may differ from historical results; failure to secure any required future funding on suitable terms; any inability to realize the expected benefits and synergies from acquisitions; that market competition may affect the business, results and financial condition of WELL and other risk factors identified in documents filed by WELL under its profile at www.sedar.com, including its most recent annual information form. Unless required by securities law, WELL assumes no obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise.

SOURCE WELL Health Technologies Corp.

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