VANCOUVER, British Columbia, Sept. 24, 2020 (GLOBE NEWSWIRE) — 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 an Amalgamation Agreement dated September 22, 2020 to acquire 100% of Snapclarity Inc. (“Snapclarity”), by way of a three cornered amalgamation pursuant to the provisions of the Canada Business Corporations Act (the “Acquisition”).
Snapclarity provides an on demand digital platform that provides an assessment for mental health disorders resulting in a personalized care plan, access to online resources, a clinical health care team and the ability to match to the right therapists. Currently, the platform is used by employers, individuals, therapists and insurers to offer a program that effectively blends intervention with technology, artificial intelligence and human touch that supports a variety of mental health issues. This is accomplished through a suite of digital tools that are designed by clinicians and grounded in evidence-based practices that are proven to positively impact outcomes.
The Acquisition makes CloudMD one of the only telemedicine companies in North America that can provide both digital primary care solutions integrated with digital mental health care plans. The combination of these two crucial facets of healthcare addresses an important market demand from direct conversations, market intelligence with enterprise clients, insurers, governments and other payors. CloudMD now has an integrated solution to match that demand.
CloudMD continues to provide whole person, continuity of care, and now, with Snapclarity, empowers the patient with both mental and physical support and resources. The solution can no longer be a siloed approach to mental and physical health but rather a recognition of the influence one has on the other. Employees are put in the position of choosing a benefit program from employers and insurance providers that only partially addresses their health issues. The Acquisition changes the landscape where employers can offer one solution that will have the ability to address the health needs of their workforce and eliminates the need for multiple vendors.
Terms of the Agreement
Total consideration payable by the Company in connection with the Acquisition is CDN$3.35M, subject to certain holdbacks, payable as up to CDN$975,000 in cash and up to CDN$2,375,000 in common shares of the Company (the “Payment Shares”) to be issued at CDN $0.70 per Payment Share. All Payment Shares issued pursuant to the Acquisition will be subject to a two (2) year release. Additionally, subject to the achievement of certain performance conditions in 2021 and 2022, Snapclarity may earn an additional CDN$3.65M in equity-based consideration.
Snapclarity will amalgamate (the “Amalgamation“) with a wholly-owned subsidiary of the Company and, upon completion of the Amalgamation, the amalgamated corporation will be a wholly-owned subsidiary of CloudMD. The Amalgamation is subject to Snapclarity shareholder approval.
The Acquisition is subject to customary closing conditions, and receipt of TSX Venture exchange approval.
About CloudMD Software & Services
CloudMD is digitizing the delivery of healthcare by providing patients access to all points of their care from their phone, tablet or desktop computer. The Company offers SAAS based health technology solutions to medical clinics across Canada and has developed proprietary technology that delivers quality healthcare through the combination of connected primary care clinics, telemedicine, and artificial intelligence (AI). CloudMD currently provides service to a combined ecosystem of 376 clinics, over 3000 licensed practitioners and almost 3 million patient charts across its servers.
ON BEHALF OF THE BOARD OF DIRECTORS
“Dr. Essam Hamza, MD”
Chief Executive Officer
FOR ADDITIONAL INFORMATION CONTACT:
CloudMD Software & Services Inc.
Forward Looking Statements
This news release contains forward-looking statements that are based on CloudMD’s expectations, estimates and projections regarding its business and the economic environment in which it operates, including with respect to its business plans and its intended use of the proceeds of the Offering. Although CloudMD believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. These forward-looking statements speak only as of the date on which they are made, and CloudMD undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.