Think Research Announces Entering into of Definitive Agreement to Acquire MDBriefCase, an International Provider of Accredited Digital Education to Clinicians
/THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "US SECURITIES ACT") OR ANY STATES SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT) UNLESS REGISTERED UNDER THE US SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE./
- Strategic deal will enhance Think Research's ability to deliver a full range of digital medical knowledge to healthcare providers
- Acquisition would combine MDBriefCase's suite of accredited continuing medical education programs with Think Research software that delivers evidence-based best practices at the patient point-of-care
- The transaction is for an aggregate purchase price of $25.3M in Think Research shares and cash, and a total enterprise value of $28.5M
TORONTO, Jan. 18, 2021 /CNW/ - Think Research Corporation (TSXV: THNK) ("Think Research" or the "Company"), a company focused on transforming healthcare through integrated digital health solutions, today announced that it has entered into a share purchase agreement to acquire all of the issued and outstanding shares of MDBriefCase Group Inc. ("MDBriefCase"), a leading provider of online continuing medical education (CME) and professional development solutions for clinicians and a portfolio company of Persistence Capital Partners.
Through this transaction (the "Transaction"), Think Research will be uniquely positioned to educate clinicians internationally on the latest evidence and protocols and also to provide them with the digital tools required to immediately deploy that knowledge into their practice, thereby improving patient care, safety and outcomes.
The combination of Think Research and MDBriefCase is expected to create a valuable data feedback loop where data collected through frontline clinical tools can monitor how a clinician's practice has changed as a result of CME and other programs, and whether adjustments need to be made to further improve CME courses or clinical decision support tools.
The Transaction builds on the Company's momentum and scale following the commencement of its listing on the TSX Venture Exchange (the "TSXV") on December 30, 2020 and the announcement on January 4, 2021 of its proposed acquisition of Clinic 360 Inc., a Toronto-based innovator and leader in the fields of cosmetic surgery and elective surgery.
Sachin Aggarwal, CEO of Think Research, said, "I am very excited about what Think Research can accomplish with MDBriefCase. We are driven to transform healthcare through integrated digital health solutions. That transformation can only occur with scale. With the addition of MDBriefCase, Clinic 360 and HealthCare Plus to the Think Research family, we have nearly doubled the size of the business with trailing pro forma revenue to more than $36M. Through these acquisitions, we are also adding exceptional talent to our team in anticipation of pursuing new opportunities in the digital health sector."
Together, Think Research and MDBriefCase reach a vast network of global healthcare professionals. Think Research's existing digital health solutions are currently being used by more than 28,000 clinicians around the world, and MDBriefCase, through its innovative partnerships with pharmaceutical sponsors, offers high-quality content to more than 270,000 members in Canada, Europe, Australia, Africa and the Middle East. mdBriefCase's significant technology portfolio also boasts digital learning and education assets, including a sophisticated learning management system (LMS).
Jason Flowerday, CEO of MDBriefCase, said, "The combination of Think Research and MDBriefCase is transformative for both companies and, most importantly, for our industry sponsors that leverage CME to support clinicians and other healthcare providers. With Think Research, our ability to provide a solution that leverages industry-leading digital healthcare technology will accelerate the education of clinicians around the world on the latest evidence and best practices that are aimed at measuring and improving patient outcomes."
Details of the Transaction
- The Transaction represents a meaningful and immediate contributor of revenue and accretive profit. As at December 31, 2020, MDBriefCase is expected to have generated trailing twelve-month revenues of approximately $10.3 million (unaudited) and EBITDA of approximately $0.3 million (unaudited).
- Consideration for the Transaction will consist of: (a) the issuance of $24M in value of Common Shares at a price of $4.65 per Common Share, for an aggregate of 5,161,290 Common Shares; and (b) a cash payment of approximately $1.3M, in each case, to be issued or paid, as the case may be, pro rata to the shareholders of MDBriefCase, which include certain funds affiliated with Persistence Capital Partners as well as Jason Flowerday (collectively, the "MDB Shareholders"), subject to working capital and other adjustments on closing.
- The Transaction will include the assumption of approximately $3.2M of term debt of MDBriefCase which is to be refinanced by Think Research, with the result that MDBriefCase shall be acquired on a cash-free, debt-free basis.
- MDBriefCase Shareholders will also be entitled to deferred consideration upon the achievement of certain financial milestones during the two-year period following closing of the Transaction, such deferred consideration to be payable in shares of the Company.
- The Company has obtained representation and warranties insurance on customary terms in connection with the Transaction.
- The Transaction is expected to close in the first quarter of 2021.
- The Transaction is subject to customary closing conditions, including approval from the TSXV as a "reviewable acquisition" in accordance with Policy 5.3 of the TSXV.
- On closing, a finder's fee of $641,250 plus HST (the "Finder's Fee") will be paid by the Company to Epic Capital Management (the "Finder"). The Finder's Fee will be satisfied: (a) as to 50%, via the issuance of Common Shares at $4.65 per Common Share (for a total issuance to the Finder of 68,952 Common Shares); and (b) as to the remaining 50%, via the payment in cash to the Finder of $320,625, plus HST of $83,362.50 on the aggregate Finder's Fee.
- Each of MDBriefCase, the MDBriefCase Shareholders and the Finder are arm's length parties to the Company.
- All dollar amounts are in Canadian dollars.
About Think Research Corporation
Think Research is an industry leader in delivering integrated digital healthcare solutions. The Company's focused mission is to organize the world's health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process, standardize care, and improve patient outcomes. For over a decade, Think Research's cloud-based, EMR-agnostic digital tools have empowered clinicians around the world and positively impacted millions of patients across the continuum of care – including primary physician care, acute care hospitals and surgical suites as well as community and seniors care. Think Research is proud to serve as a trusted health system partner to a rapidly growing, global client base that spans three continents and more than 2,200 healthcare facilities.
About MDBriefCase Group Inc.
MDBriefCase Group Inc. specializes in developing online, accredited and unaccredited continuing professional development for healthcare professionals. The company partners with prestigious regional and international medical associations to ensure its innovative education programs reflect the local experiences of healthcare professionals around the world. Its programs are peer-reviewed by clinical specialists to ensure balance and applicability to practice. Over 270,000 healthcare professionals have access to the latest evidence-based information and guidelines to improve local patient care. For more information, visit MDBriefCase's website at: www.mdbriefcase.com
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Examples of forward-looking statements include, among others, the expected closing of the Transaction and the projected impact of completion of the Transaction on the Company's business, financial conditions and results.
By their nature, forward-looking statements involve known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company's actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward
looking statements. Important factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements include, among others: (a) the risk that the closing conditions for completion of the Transaction, including TSXV approval, are not satisfied; (b) risks relating to general economic, market and business conditions; and (c) unforeseen delays in the timelines for any of the transactions or events described in this press release.
The Company has assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Other than as required under securities laws, the Company does not undertake to update this information at any particular time.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibilities for the adequacy or accuracy of this release.
SOURCE Think Research Corporation
Genevieve Tomney, VP, Communications & Investor Relations, Think Research Corporation, Direct: 416.460.5784, [email protected]
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