Carebook Completes Acquisition of CoreHealth

Industry Leader Powering Corporate Wellness Programs Around the World Will Extend Carebook’s Global Footprint

MONTREAL, Aug. 9, 2021 /CNW Telbec/ – Carebook Technologies Inc. (TSXV:CRBK)(FRANKFURT: PMM1)(“Carebook” or the “Company“), a leading Canadian provider of innovative digital health and virtual care solutions for pharmacies, employers, and insurers, is pleased to announce the closing of the Company’s acquisition of CoreHealth Technologies Inc. (“CoreHealth“) (previously referred to as TargetCo in Carebook’s press releases dated June 29, 2021, and August 5, 2021). CoreHealth’s leading platform powers health and wellness programs for corporate wellness companies, major insurers, human resources consulting firms, employee assistance program providers, health systems, population health management providers, group benefits brokers, health coaching providers, and large employers. Carebook agreed to pay a base purchase price of $9.0 million on a cash-free and debt-free basis, subject to customary post-closing adjustments.

This immediately accretive acquisition provides Carebook with multiple benefits, including:

• Over $3.0 million in annualized revenue
• Ownership of strategically significant technology
• A premier customer base that includes over two million license holders worldwide

“The acquisition of CoreHealth is highly strategic for our company,” commented Pascale Audette, CEO of Carebook. “When we became a public company in October 2020, we highlighted our objective to become a global leader in digital health and to be the connecter to a new model of healthcare. With the acquisition of CoreHealth, combined with our recent acquisition of InfoTech, we have built the foundation for achieving this objective and at the same time have significantly extended our global reach. We will now be serving over 3.5 million license holders around the world. Carebook is now better positioned to serve its clients and customers across its 3 key verticals with the combination of its digital health and virtual care solutions, CoreHealth’s powerful and flexible wellness platform, and InfoTech’s Wellness Checkpoint solution. These acquisitions provide Carebook with significant opportunities for growth given our capability to now offer a wider range of best-in-class products and the ability to integrate and co-sell solutions making our clients more competitive.”

Based in Kelowna, British Columbia, CoreHealth has been providing its all-in-one platform that brings an organization’s corporate wellness program into one place for more than 15 years. Its leading technology is flexible, configurable, and scalable and is highly desirable due to its ability to engage participants. Health and wellness providers use the CoreHealth platform to deliver their programs to users.

“We are thrilled to join the Carebook family of companies,” stated Anne Marie Kirby, Founder and CEO of CoreHealth. “We have worked alongside Carebook and InfoTech over the years and clearly recognize what a gamechanger it is to be able to combine our strengths. Carebook is a like-minded organization with like-minded people in an adjacent market that will allow us to offer exponentially more to both our new and existing customers. Together we will provide a world-class, 360-degree loop for health: assess, manage and improve, to deliver the holy grail for employee and member health.”

Carebook will finance its acquisition of CoreHealth using the net proceeds from the closing of the Company’s recent private placement of $11.3 million, as announced on August 5, 2021.

In consideration for the acquisition of CoreHealth, the Company agreed to pay a base purchase price of $9.0 million on a cash-free and debt-free basis (subject to customary post-closing adjustments for working capital, transaction expenses, and net debt) as follows:

• $7.5 million in cash, of which:
  • (i) Approximately $5.5 million was paid to the vendors at closing (adjusted for estimated working capital and net debt);
  • (ii) $1 million is being deferred subject to CoreHealth achieving certain revenue performance in the 12-month period following closing; and
  • (iii) $1 million is being held back to secure against any potential indemnification obligations of the vendors.
• $1.5 million in common shares of Carebook (“Carebook Shares“) at a deemed price of $0.99 per share (being the volume-weighted average trading price of the Carebook Shares on the TSX Venture Exchange (“VWAP”) for the five (5) trading days immediately preceding the closing date of the acquisition), therefore resulting in an issuance of 1,509,207 Carebook Shares to the vendors at closing.
• The vendors of CoreHealth will also be entitled to a separate earn-out based on revenue performance of CoreHealth for the 12-month period that commences 6 months following closing, up to a maximum of $4 million, payable entirely in Carebook Shares at a price to be based on the greater of:
  • (i) VWAP for the five (5) trading days immediately preceding the earn-out payment date; and
  • (ii) the Discounted Market Price (as such term is defined by the policies of the TSX Venture Exchange) on the day prior to the earn-out payment date.

About Carebook Technologies

Our core is science. Our solutions are accessible. Our mission is to empower people.

Built on a powerful health platform, Carebook Technologies Inc. (TSXV:CRBK)(FRANKFURT: PMM1) creates highly engaging, customer-centric digital solutions for pharmacies, employers, and insurers. Based in Montreal and led by a world-class team and Board with extensive global business and healthcare industry experience, Carebook’s core is science and technology, its philosophy is people-first, and its goal is accessible, connected health for everyone. On April 6, 2021, Carebook announced the closing of its acquisition of InfoTech Inc., doing business as Wellness Checkpoint^®. InfoTech is a recognized global leader in health and productivity risk management. InfoTech’s proprietary software platform Wellness Checkpoint, IP, and metrics are supported by advanced analytics and focus on employees’ physical health, mental health, and well-being, and their impact on work and business effectiveness. InfoTech’s significant international client base will contribute to the growth of Carebook’s global footprint. Carebook’s shares trade on the TSXV under the symbol “CRBK” and the Company’s shares also trade on the OTC Markets under the symbol CRBKF and Frankfurt Stock Exchange under the symbol PMM1. 

Notice regarding forward-looking statements:

This release includes forward-looking information within the meaning of Canadian securities laws regarding Carebook, its subsidiaries, and their business, including regarding the potential synergies from the acquisitions of InfoTech and CoreHealth, and the potential growth prospects of Carebook, its subsidiaries, and their products and technologies. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of Carebook and are based on assumptions and subject to risks and uncertainties. Although the management of Carebook believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including economic factors, management’s ability to manage and to operate the business of Carebook, management’s ability to successfully integrate the Company’s completed acquisitions and to realize the synergies of such acquisitions, management’s ability to successfully complete product studies, the equity markets generally and risks associated with growth and competition, as well as the risk factors identified in the Company’s management’s discussion and analysis for the year ended December 31, 2020 and described under the heading “Item 21 – Risk Factors” in the Listing Application of the Company dated September 28, 2020, each of which can be found on SEDAR under the Company’s profile at www.sedar.com. Although Carebook has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Carebook does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. In addition, the current situation and future developments with respect to the COVID-19 pandemic could cause certain of the assumptions and information set forth herein or the fact that on which such assumptions are based to differ materially from previous expectations including in respect of demand for our products, supply chain and availability of materials, mobility and shipping of materials and or products, access to debt and equity capital and other factors.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Carebook Technologies Inc.