WELL Health Announces Agreement to Acquire Indivica Inc.

WELL Health Announces Agreement to Acquire Indivica Inc.; Increasing its EMR Footprint to More Than 10,000 Physicians Across Canada


  • Indivica provides fully hosted Electronic Medical Records (“EMR”) software and services to 390 clinics serving over 2,000 physicians and medical practitioners in Ontario
  • With the proposed acquisition of Indivica, WELL expects to expand its EMR services footprint to approximately 1,900 primary health medical clinics and 10,000 physicians across Canada.
  • Indivica has a talented in-house development team that has built extensive intellectual property around making OSCAR(1) EMR systems more secure and capable in a fully hosted environment
  • Upon closing, Indivica will be WELL’s seventh EMR acquisition, further strengthening the Company’s footprint as the third largest EMR service provider in Canada.

VANCOUVERMay 20, 2020 /CNW/ – WELL Health Technologies Corp. (TSX: WELL) (the “Company” or “WELL“), a company focused on consolidating and modernizing clinical and digital assets within the healthcare sector, is pleased to announce the Company has entered into an arm’s length share purchase agreement dated May 19, 2020, with the shareholders of Indivica Inc. (“Indivica“),  whereby the Company has agreed to acquire all of the issued and outstanding shares of Indivica (the “Transaction”).

“We are very pleased to enter into an agreement to acquire Indivica.  Indivica is a proven and well-respected OntarioMD certified EMR vendor with a deep and trusted history of serving Ontario clinics and doctors since 2008,” said Hamed Shahbazi, Chairman and CEO of WELL.  “While the user experience that underpins Indivica’s product is based on OSCAR, 100% of Indivica’s user base is cloud hosted and leverages extensive IP that secures and protects patient data.”

The total consideration payable by the Company in connection with its acquisition of Indivica is approximately $6,200,000, subject to certain adjustments, and consisting of the following: (i)$3,410,000 paid in cash upon closing of the Transaction; (ii) $1,550,000 paid in common shares in the capital of the Company at a price of approximately $3.10 per share, being equal to the five day volume-weighted average trading price of the Company’s common shares, subject to the policies of the Toronto Stock Exchange (the “TSX”); and (iii) a time-based cash earn-out of $1,240,000 paid within 120 days of the close of the transaction.  The Transaction will be financed with cash on hand.

“Indivica is a pioneering OSCAR Service Provider who made the decision to follow its own strategic path, which lead to Indivica developing unique security and other innovations not seen in other OSCAR providers,” said Arjun Kumar, WELL’s CIO and business unit leader for the WELL EMR Group.  “We look forward to working with the talented team at Indivica.”

Indivica, founded in 2008, is a provider of fully hosted EMR software and services and is based out of Toronto, Ontario.  Indivica has been a true innovator developing extensive intellectual property as it relates to innovative technological solutions related to appointment notification, patient communication, patient data federation amongst disparate clinics, automated submission and retrieval of Ontario Health Insurance Plan (OHIP) billings and reports, and real-time health card and fee service code reports.  In the past twelve months, Indivica generated approximately $1.8M in total revenue, the vast majority of which is recurring Software as a Service (SaaS) and support revenues.  It is expected that Indivica will generate, at minimum, double digit percentage EBITDA margin(2) with non-speculative post-acquisition synergies.  Indivica’s CEO, Neil Baimel, will assist WELL with the transition of operations for a period of time following closing of the transaction.

“We are delighted to be joining forces with the WELL EMR Group, who is increasingly becoming the EMR vendor of choice in Canada,” said Neil Baimel, CEO of Indivica.  “We are confident that WELL will continue to service our customers in a professional and efficient manner while continuing to innovate.”

The Transaction is subject a number of closing conditions, including certain corporate and regulatory approvals, such as approval from the TSX.  All shares issued by the Company under the Transaction will be issued pursuant to an exemption from applicable securities laws.  There are no finder’s fees payable in connection with the Transaction.

1.

OSCAR, an acronym for “Open Source Clinical Application Resource”, is an open-source EMR or “Electronic Medical Records” system developed by McMaster University’s Department of Family Medicine to inspire collaboration between the wide spectrum of health professionals with the goal to drive downstream benefits to patient care.

2.

Earnings before interest, tax, depreciation and amortization (“EBITDA”) margin is a non-GAAP measure.  It should not be construed as an alternative to net income/loss as a percentage of revenue determined in accordance with International Financial Reporting Standards (“IFRS”).  EBITDA margin does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers.  The Company believes that EBITDA margin is a meaningful financial metric as it measures cash generated from operations as a percentage of total revenue.

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

About WELL

WELL is an omni-channel digital health company that operates Primary Healthcare Facilities, is the third largest digital Electronic Medical Records (EMR) supplier in Canada and is a national provider of telehealth services.  WELL owns and operates 21 medical clinics, provides digital EMR software and services to over 1,500 medical clinics across Canada and is a majority owner of SleepWorks Medical.  WELL’s overarching objective is to empower doctors to provide the best and most advanced care possible while leveraging the latest trends in digital health.  WELL is an acquisitive company that has completed ten acquisitions and two equity investments.  WELL is publicly traded on the Toronto Stock Exchange under the symbol “WELL”.  WELL was recognized as a TSX Venture 50 Company three years in a row in 2018, 2019 and 2020. To access the Company’s telehealth service, visit: virtualclinics.ca and for corporate information, visit: www.WELL.company.

Forward-Looking Statements

This news release may contain “forward-looking statements” within the meaning of applicable Canadian securities laws, including, without limitation: the closing of the Transaction; the Company obtaining all required consents and TSX approval in order to close the Transaction; the potential number of healthcare clinics and physicians and healthcare practitioners to be serviced by the Company; WELL’s ranking as the third largest EMR service provider in Canada, the expansion of the Company’s EMR business and services; earnings and operations of the Company; the ability of the Company to fully finance the acquisition through cash on hand; and the Company’s ability to fulfill its stated objective.  Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies.  These statements generally can 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 thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance.  The Company’s statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of the Company’s control, and undue reliance should not be placed on such statements.  Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Transaction, including: that the Company’s assumptions in making forward-looking statements may prove to be incorrect; adverse market conditions; risks inherent in the primary healthcare sector in general; COVID-19 related risks; the inability of the Company to complete the Transaction and related transactions at all or on the terms announced; the TSX not approving the Transaction; risks relating to the satisfaction of the conditions to closing the Transaction; that future results may vary from historical results; and that market competition may affect the outcome of the Transaction and the business, results and financial condition of the Company following the closing of the Transaction.  Except as required by securities law, the Company does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.

The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.

SOURCE WELL Health Technologies Corp.

For further information: Pardeep S. Sangha, VP Corporate Strategy and Investor Relations, investor@well.company, 604-628-7266

Related Links

well.company

Next OSCAR EMR meeting is online MAY 11  7 -10 pm

My next OSCAR EMR meeting is online MAY 11  7 -10 pm

MAY 11, 2020   7 pm

USING WEB TECH and OSCAR EMR TO MANAGE YOUR PRACTICE DURING THE COVID-19 PANDEMIC

Find your  patients (hypercholesterol, hypertension, CAD, diabetes) who are at HIGH RISK for complications of COVID-19

Find your not at target HBA1C patients and LDL patients

Using COCV to find COVID-19 test results
HOW TO FLAG your COVID-19 cases (positive or negative) in OSCAR EMR
Practical templates for COVID management   AND FLAG THESE HIGH RISK PATIENTS

Experience with TELEMEDICINE to treat these patients
PRACTICAL TIPS for WEBCONFERENCING using OTNconnect, Novari Evisit as well as non-certified social media tools Facebook, Zoom, WeChat, What’s App
Demonstration of OPEN-SOURCE  JITSI MEET Webconference software.

OUR EVIDENCE BASE is EVOLVING with the COVID PANDEMIC so this conference promotes discussion, experience and SOLUTIONS.

RSVP to

Dr. Ian PUN  for WEBEX meeting room
ianpun@gmail.com

OSCAR EMR meeting Feb 20, 2020 Notes

Here are the notes from the latest Mini-Conference put on by Dr. Ian Pun.


SYGMA 1 and 2 demonstrate that as-needed treatment with budesonide and formoterol prevented exacerbations and loss of lung function, significantly reduced median daily ICS dose, but was less effective than the other treatments for symptom control. Treatment should aim for symptom control or exacerbation prevention.


Query by Example : Find your patients prescribed Ventolin over the last year.
Please in ADMIN -> Query By Example

select de.last_name, de.first_name, dr.demographic_no, dr.written_date , dr.special from drugs dr, demographic de where (dr.special like “%ventolin%” or dr.special like “%salbut%” or dr.BN like “%ventolin%” or dr.BN like “%salbut%” ) and dr.demographic_no = de.demographic_no and dr.written_date > date_sub(curdate() , interval 1 year) order by dr.demographic_no;


COVID-19 epidemiology

Ontario Public Heatlh cases of COVID-19
https://www.ontario.ca/page/2019-novel-coronavirus-2019-ncov

Map of COVID-19
https://gisanddata.maps.arcgis.com/apps/opsdashboard/index.html#/bda7594740fd40299423467b48e9ecf6

Realtime COVID-19 Stats
https://www.worldometers.info/coronavirus

Mathematical model of COVID-19 spread
https://art-bd.shinyapps.io/nCov_control/

show how to change parameters
incubation period = 7 days
when the infection started = Nov 15, 2019 (backtracing of curve)
when the control measures started = Jan 24, 2020

The infectivity of the R0 ( patient spread before control) = 2.3
The infectivity of the Re (patients spread after control= 1.5
Actual reports cases fit curve of Re = 1.9

Use my OSCAR RbT “free-text” search for “wuhan” patients.  I found and contacted a patient who is a flight attendant from Wuhan China, she told me about the situation first-hand starting a month ago (this is her latest email shown below with her consent)

Hello Dr pun ,

Thank you for your email . I am in Dubai now . Now we cannot fly to mainland China so we have to find other destinations as alternatives .

My family in Wuhan are all well . My parents have been staying at home since Jan 23rd . My brother buys groceries for them once a week .

I do have friends have lost their family members and one friend got affected herself , as well as her daughter . Hubei is still in serious
shortage of masks and other essential protection gears . My doctor friends told me that she had her coworkers have to stay at
hotel in case they get the virus。

Air Canada tentatively plan to resume China flight the end of March but not confirmed yet . There will be no flights to Hong Kong
in March due to booking reduction.

Hope the situation can get better soon .

L.


Computer Security
Ransomware: a sustainable, profitable business

Phishing Email is now directed to healthcare. Lifelab , Toronto East General hacked last October
After cfpc.ca email hacked on Feb 5, my OSCAR server started to experience have hacking attempts.
Anti-viral software not much use.

Don’t click on suspicious links
Use secure passwords
Review your security policy of your OSP
BACKUP BACKUP BACKUP


AI skin classifier that classifies a skin picture to 7 categories!

My OSCAR app using Google Tensorflow trained on HAM-10000 skin lesion library.

We tested it on one of the attendees! It’s a benign mole on your face!


Exporting charts in bulk you must check with OSP.  Check the ownership of the clinic.

Chart transfer with pdfs or XML

emailing charts to lawyers or insurance with Keke ZIP with password.   Renaming file to .zap as some mail filters it out.


Next meeting April 9, 2020

Don’t miss it…

 

OSCAR 19 out of beta

OSCAR version 19 has been in beta since May of 2019.  Developers have declared it stable and ready for production. The reccomended installation version is  oscar_emr19-21~1021.deb.

Work is now proceeding for features that were not ready in May and were “frozen out” while work concentrated on making OSCAR 19 stable and fast.  These features are scheduled for a minor point release 19.1 later in 2020.

OSCAR miniCON – Sat Oct 19 in Langley + HDC Webinar Oct 23

OSCAR miniCON: Small Conference – Easier to Learn

This conference gets you close to the experts who will help you get the most out of your OSCAR EMR, dashboards, and data. Questions, suggestions, members & non-members welcome. Whether you’re a beginner or advanced OSCAR EMR user, physician, nurse, midwife, clinic manager, or MOA, you’ll learn lots in a welcoming environment – the OSCAR Community!

What Last Month’s Conference Participants Said:
“I liked learning about the OSCAR shortcuts”

“I had heard about the Integrator previously but it was nice to see how it worked.”

“I liked that all the sessions were in the same room, not having to move rooms or choose between multiple sessions at the same time.”

“Hearing from Dr. Yang (HDC) on the value of data and analytics and how this can reduce burnout & improve patient care was one of the things I liked best.”

“I liked the interactive sessions.”

“I liked the form repository info and learning about upcoming OSCAR features”

“Nice to learn more about CareConnect, Smart FIHR, forms work, and CDX”

TOPICS* Making it Work: OSCAR for All Levels of Experience! 

* Learn about The Integrator

* Update from PHSA on OSCAR’s EMR Quick Launch to the Provincial eHealth Viewer (CareConnect), EMR-to-EMR Electronic Communication, and the Provincial eForms Solution

* Doctors of BC: Supports to Physicians & the PSP Dashboard

* Health Data Coalition: Dashboard & More

AGENDA: Sat Oct 19, Langley, 8:30 am – 3 pm
CONFERENCE PASSES
– $125 Members | $150 Non-Members* of OSCAR BC.
*Non-Members: Email membership@oscarbc.ca to inquire about becoming an OSCAR BC member and paying Member conference rates. Member contributions support OSCAR feature development and provincial interface projects. OSCAR is the #1 EMR in BC. Support OSCAR BC to keep making it better. (Contributions are $20 per full-time OSCAR user, per month, billed quarterly)

REGISTER NOW: Register Here

PARTNERS
OSCAR BC thanks the following organizations for partnering with us on these 1-day OSCAR miniCON events:
– Divisions of Family Practice; Doctors of BC; Health Data Coalition; Provincial Health Services Authority

QUESTIONS?
Email info@oscarbc.ca

HDC Discover software Webinar
Wed Oct 23, 8 am – 9:30 am: Register HereThe HDC Discover software provides secure access to aggregated clinical data while maintaining both patient and physician confidentiality. The software can assist physicians in assessing their own practice in areas such as chronic disease management or medication prescribing.
The HDC Discover software can help physicians:

• Better understand their patient population and patterns of practice.
• Explore data-informed learning based on physician interests in a safe, secure environment that maintains confidentiality.
• Share and track progress with colleagues.
• Inform valuable discussions with a practice coaching team in partnership with the Practice Support Program, & the peer mentoring program.
• Implement improvements and provide data-informed care to patients.
• Track improvements in patient care over time with HDC’s automatic data transfer and reporting features.
• Use collective HDC data to support PMH/PCN planning and decision-making.

Abbotsford OSCAR miniCON photos – Join us in Langley

OSCAR miniCONs in BC on Sep 28th in Abbotsford and Oct 19th in Langley

 

EARLY BIRD RATE – SEE MORE ON PRICING BELOW
Abbotsford: OSCAR BC Members, register by end of day, Sunday, September 15 to get the Early Bird price.
Langley: OSCAR BC Members, register by end of day, October 10, to get the Early Bird price

OSCAR miniCONS 

Two 1-day conferences for OSCAR EMR users.
Same event, with 2 dates & locations to choose from.

Whether you’re a beginner or advanced OSCAR EMR user, physician, nurse, midwife, or MOA, you’ll find lots to learn at OSCAR miniCON!TOPICS

* Making it Work: OSCAR for All Levels of Experience

* Meet WELL Health and hear about their OSP Services & Data Security

* Learn about The Integrator and CareConnect EMR Interoperability

* Doctors of BC: Doctors Technology Office & the PSP Panel Dashboard

* Health Data Coalition: Dashboard & More

AGENDAS
Agenda: Sat Sep 28, Abbotsford
Agenda: Sat Oct 19, Langely
Agendas are available on oscarbc.ca/events.
Updates will be uploaded, as available.

CONFERENCE PASS RATES
– $100 Members Early Bird (Abbotsford to Sep 15 | Langley to Oct 10)
– $125 Members (Abbotsford as of Sep 16 | Langley as of Oct 11)
– $150 Non-Members* of OSCAR BC.
*Non-Members: Email membership@oscarbc.ca to inquire about becoming an OSCAR BC member and paying Member conference rates. Member contributions support OSCAR feature development and provincial interface projects. OSCAR is the #1 EMR in BC. Support OSCAR BC to keep making it better. (Contributions are $20 per full-time OSCAR user, per month, billed quarterly)

REGISTER NOW
Click on either image above, or:
– OSCAR miniCON – Fraser Valley (Abbotsford, Sep 28) Register
– OSCAR miniCON – Lower Mainland (Langley, Oct 19) Register Here

PARTNERS
OSCAR BC thanks the following organizations for partnering with us on these 1-day OSCAR miniCON events:
– Divisions of Family Practice
– Doctors of BC
– Health Data Coalition
– Provincial Health Services Authority

QUESTIONS?
Email info@oscarbc.ca

OSCAR 19 enters beta testing with new features

          1. General System Updates
            • Enhanced security in terms of password storage, new granular security objects, audit log
            • OneID Single Sign on
            • Proof of Concepts (Clinical Connect, eConsult, OMD Dashboard, CVC)
          2. Clinical Modules
            • Master Demographic
              • Enrolment / MRP
              • Validate HC button (using HCV)
              • New fields like Middle Name, Mailing Address (ISO 3662-1)
              • Audit log button
              • Contacts Module
            • Preventions
              • Updated items
              • Externally administered
              • Printing Imms only
            • Flowsheets
              • Major re-organization
              • Customizations by clinic, provider, and patient
            • Consultations
              • Attachments (HRM, eForms)
              • Completed status
            • Documents
              • New fields (date received, abnormal)
            • Rx
              • New Fields
            • eForms
              • Rich Text Letter attachments
              • New apconfig
              • eForm Report Tool
            • Labs
              • True North Imaging handler
              • Persistent labels
          3. Hospital Report Manager (HRM)
            • New Inbox and consolidated functionality
            • Should not use HRM in provider inbox
          4. OLIS
            • Major changes to preview screen
            • Persistent preview screen for provider query
          5. Data Migration
            • Updated to 5.0 specification
            • Export by provider
          6. Reporting
            • Bonus Reports have a new UI
            • Customizing letters
            • Local Dashboard
            • New features of dashboards and indicators
          7. Integration
            • REST (new APIs for measurements, labs, dx, misc)
            • FHIR Support
            • Integrator (file based transfer system)