WELL intends to amend and exercise its call right to acquire a majority controlling interest in HEALWELL AI concurrent with the anticipated closing of HEALWELL’s proposed acquisition of Orion Health on April 1, 2025, resulting in WELL acquiring 30.8 million Class A Subordinate Voting Shares of HEALWELL and 30.8 million Class B Multiple Voting Shares of HEALWELL.

WELL Health Technologies Corp., a digital healthcare company focused on positively impacting health outcomes by leveraging technology to empower healthcare practitioners and their patients globally, announces that it intends to amend and exercise its call right (the “Call Right”) and acquire a majority controlling interest in HEALWELL AI Inc. (“HEALWELL”), a healthcare artificial intelligence company focused on preventative care, concurrent with the anticipated closing of HEALWELL’s proposed acquisition of Auckland, New Zealand-based Orion Health Holdings Limited (“Orion Health”) on April 1, 2025.  Orion Health is a subscription license and services revenue business serving marquee public sector clients globally with data interoperability and healthcare navigation products and services.

Exercise of Call Right

Following the exercise of the Call Right and acquisition of majority control of HEALWELL, WELL will begin to consolidate the financial results of HEALWELL under International Financial Reporting Standards (IFRS) as a subsidiary of the Company from April 1, 2025 forward. WELL anticipates HEALWELL to contribute approximately $160 million in revenue with positive Adjusted EBITDA to WELL’s consolidated financial statements over the next 12 months.

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Hamed Shahbazi, Founder and CEO of WELL, commented, “The exercise of the call right represents a key milestone for WELL’s strategic investment in HEALWELL since WELL first acquired an interest in HEALWELL in 2023. 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.”

WELL intends to amend the terms of the call option agreement dated October 1, 2023 among WELL, HEALWELL, and the original founders of HEALWELL, to permit the exercise of WELL’s previously announced Call Right to acquire 30.8 million Class A Subordinate Voting Shares of HEALWELL (each, a “SVS”) and 30.8 million Class B Multiple Voting Shares of HEALWELL (each, a “MVS”). Additional information with respect to the Call Option Agreement and its material terms can be found in WELL’s early warning report dated October 3, 2023, and HEALWELL’s Notice of Meeting and Management Information Circular dated August 21, 2023, which are available on sedarplus.ca.

It is anticipated that HEALWELL will have 261,547,371 SVSs issued and outstanding on HEALWELL’s acquisition of Orion Health following the issuance of 35,643,478 SVSs to the vendor in the Orion Health acquisition and 12,737,500 SVSs in connection with the conversion of all 12,737,500 subscription receipts as part of the $25.5 million equity financing used to partially finance the purchase price of Orion Health. Following the exercise of the Call Right and the Corporate Action (as described below), it is anticipated that WELL will own 97,223,161 SVSs and 30,800,000 MVSs or approximately 37.3% of the economic interest and approximately 69.6% of the voting rights in HEALWELL on a non-diluted basis and approximately 28.7% of the economic interest and approximately 60.8% of the voting rights in HEALWELL on a fully-diluted basis. Each MVS has nine votes per share and each SVS has one vote per share.

Summary of HEALWELL’s Proposed Acquisition of Orion Health

On December 16, 2024, HEALWELL and Orion Health entered into a share purchase agreement, pursuant to which HEALWELL agreed to acquire 100% of the shares of Orion Health for total consideration of approximately $175 million, subject to certain adjustments.

Orion Health2 has close to 400 employees with offices in 11 countries globally. Its software solutions currently support over 70 public and private sector customers representing a population of 150 million lives world-wide. Orion Health(2) is expected to generate over $100 million in revenues mostly from subscription licenses and services with strong double digit Adjusted EBITDA margins.

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HEALWELL’s acquisition of Orion Health will provide opportunities for global health systems to access HEALWELL’s best-in-class AI technology to deliver actionable insights and drive better healthcare outcomes, and significantly scales HEALWELL’s platform by deepening its penetration into the public sector, supported by Orion Health’s long-standing government relationships and broader customer base. Moreover, it will help unlock substantial revenue synergy potential, as well as improved operational efficiencies and cost savings, through shared services with WELL. Collectively, these advantages will strengthen WELL’s financial profile, creating a larger, scalable business with substantial growth and value creation potential.

On HEALWELL’s acquisition of Orion Health, WELL further intends to exercise its director nomination rights under its previously disclosed investor rights agreement (the “Investor Rights Agreement”) between WELL and HEALWELL dated October 1, 2023, which permits WELL to nominate a majority of the board of directors of HEALWELL. Consequently, WELL plans to nominate two additional independent directors to the board of directors of HEALWELL.  WELL anticipates that Hamed Shahbazi will remain as a director and Chair of the board of directors of HEALWELL, and Erik Danudjaja, currently the Senior Associate of Corporate Development and Strategy of WELL, will remain as a director of HEALWELL. Additional information with respect to the Investor Rights Agreement and its material terms can be found in HEALWELL’s Notice of Meeting and Management Information Circular dated August 21, 2023, which is available on sedarplus.ca.

Exercise of Warrants and Conversion of Debentures

Additionally, on March 26, 2025, WELL exercised the remainder of its 20,000,000 share purchase warrants to acquire an aggregate of 20,000,000 SVSs at a price of $0.20 per share and 312,500 share purchase warrants to acquire an aggregate of 312,500 SVSs at a price of $1.20 per share and has converted all of its convertible debentures and interest accrued thereon into an aggregate of 22,969,863 SVSs at a conversion price of $0.20 per share.

As of the date hereof, and prior to the exercise of the Call Right and acquisition of Orion Health, WELL directly owned and controlled 65,923,161 SVSs and 500,000 subscription receipts, each of which entitles WELL to receive, upon the closing of the acquisition of Orion Health and for no additional consideration, one unit of HEALWELL consisting of one SVS and one-half of one SVS share purchase warrant, with each whole warrant exercisable at a price of $2.50 for a period of 36 months. As of the date hereof and based on 213,166,393 SVSs issued and outstanding, WELL directly owned and controlled approximately 30.9 % of HEALWELL’s issued and outstanding SVSs on a non-diluted basis.

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Source – PR Newswire