Think Research Corporation Enters into Definitive Agreement with Elective Surgery Centre, Clinic 360 Inc.
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TORONTO, Jan. 4, 2021 /CNW/ - Think Research Corporation (TSXV: THNK) (the "Company" or "TRC"), a company focused on transforming healthcare through integrated patient and clinician solutions, is pleased to announce that it has entered into a definitive agreement to acquire all of the issued and outstanding shares of Clinic 360 Inc. ("Clinic 360"), an innovator and leader in the fields of cosmetic surgery and elective surgery, in exchange for cash and shares of TRC (the "Transaction").
Clinic 360 currently works with over a dozen specialists and surgeons, and maintains two highly equipped surgical operating rooms and related recovery and consultation suites. The Transaction builds on the previously announced acquisition by TRC of Healthcare Plus, continuing to grow the TRC network of primary care and specialist clinics to showcase its digital health services, including evidence-based clinical content, virtual care and e-referrals.
"This transaction represents an opportunity for TRC to add surgical specialist services to our network. Clinic 360 will be a consumer of TRC's suite of clinical software tools as we continue to refine the integrated digital healthcare experience," said Sachin Aggarwal, Chief Executive Officer of the Company. "We remain focused on organic and non-organic acquisition opportunities in digital health technologies and clinical services to improve our speed and ability to test, learn and scale our solutions, while driving long term shareholder value."
The Transaction represents a meaningful and immediate contributor of revenue and accretive profit. As of December 31, 2020, Clinic 360 generated trailing twelve month revenue of approximately $3.9 million (unaudited) and EBITDA of approximately $0.8mm (unaudited).
Transaction Summary
- Consideration for the Transaction will consist of: (a) a cash payment of $250,000; and (b) the issuance of a total of 1,182,795 Common Shares, subject to working capital and other adjustments on closing.
- The Transaction is expected to close in the first quarter of 2021.
- The Transaction is subject to customary closing conditions, including approval from the TSX Venture Exchange (the "TSXV") as an "expedited acquisition" in accordance with Policy 5.3 of the TSXV.
- On closing, a finder's fee will be paid by the Company in value of Common Shares to Baker Tilly Vaughan Valuations Inc.
- Clinic 360 and its shareholders are each 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, TRC's cloud-based, EMR-agnostic digital tools have empowered clinicians around the world and impacted millions of patients across the continuum of care – from acute to primary, community and seniors care. The Company 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.
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.
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.
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
Genevieve Tomney, VP, Communications & Investor Relations, Think Research Corporation, Direct: 416.460.5784, [email protected]
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