WELL Health Completes Oversubscribed $70 Million Bought Deal Offering of Convertible Debentures
/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OR DISSEMINATED ON UNITED STATES NEWSWIRE SERVICES./
VANCOUVER, BC, Nov. 25, 2021 /CNW/ - WELL Health Technologies Corp. (TSX: WELL) ("WELL" or the "Company") is pleased to announce that, further to its news release dated November 15, 2021, it has completed its previously announced bought deal public offering of $70 million aggregate principal amount of convertible senior unsecured debentures of the Company due December 31, 2026 (the "Debentures") at a price of $1,000 per Debenture (the "Offering"), including $5 million aggregate principal amount of Debentures issued pursuant to the over-allotment option which was exercised in full. The Debentures have a coupon of 5.50% per annum and a conversion price of $9.23 per WELL common share, subject to adjustments in certain circumstances.
Eight Capital and Scotiabank acted as joint bookrunners of the Offering, together with a syndicate of underwriters that also included Stifel GMP as co-lead underwriter and Canaccord Genuity Corp., CIBC World Markets Inc., Desjardins Securities Inc., Laurentian Bank Securities Inc., TD Securities Inc., Beacon Securities Limited, Echelon Wealth Partners Inc., Haywood Securities Inc., Paradigm Capital Inc. and PI Financial Corp. (collectively, the "Underwriters").
Hamed Shahbazi, Chairman and CEO of WELL, commented, "We wish to thank the investment community and in particular the high-quality institutional investors who have supported us in this Offering. These funds will allow us to continue to execute on our growth strategy for 2022 and beyond, and we look forward to continuing our tech enablement of healthcare practitioners."
The Company intends to use the net proceeds of the Offering to fund growth initiatives, including to complete potential future acquisitions, to repay indebtedness and for working capital and general corporate purposes.
The Debentures were qualified for distribution pursuant to the prospectus supplement of the Company dated November 17, 2021 (the "Prospectus Supplement") and the short form base shelf prospectus (the "Base Shelf Prospectus") dated September 22, 2021, filed in each of the provinces and territories of Canada (other than Quebec). The Prospectus Supplement and Base Shelf Prospectus, including the documents incorporated by reference therein, are available on the Company's issuer profile on SEDAR at www.sedar.com.
Certain directors and officers of the Company purchased an aggregate of $330,000 principal amount of Debentures pursuant to the Offering. The issuance of Debentures to insiders pursuant to the Offering is considered to be a related party transaction under Multilateral Instrument 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 on the basis that participation in the Offering by insiders does not exceed 25% of the fair market value of the Company's market capitalization. A material change report in connection with the participation of insiders in the Offering will be filed less than 21 days in advance of the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed Shahbazi"
Hamed Shahbazi Chief Executive Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL is a technology enabled healthcare company whose overarching objective is to positively impact health outcomes to empower and support healthcare practitioners and their patients. WELL has built an innovative practitioner enablement platform that includes comprehensive end to end practice management tools inclusive of virtual care and digital patient engagement capabilities as well as Electronic Medical Records (EMR), Revenue Cycle Management (RCM) and data protection services. WELL uses this platform to power healthcare practitioners both inside and outside of WELL's own omni-channel patient service offerings. WELL owns and operates Canada's largest network of outpatient medical clinics serving primary and specialized healthcare services and is the provider of a leading multi-national multi-disciplinary telehealth offering. WELL is publicly traded on the Toronto Stock Exchange under the symbol "WELL" and is part of the TSX Composite Index. To learn more about the company, please visit: www.well.company
Forward Looking Information
This news release may contain "Forward-Looking Information" within the meaning of applicable Canadian securities laws, including, without limitation, regarding the intended use of proceeds of the Offering, the Company's goals, strategies and growth plan and the execution of the Company's growth plan. Forward-looking information 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. Forward-looking information 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 information involves 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 the forward-looking information and the forward-looking information is not a guarantee of future performance. WELL's comments expressed or implied by such forward-looking information are subject to a number of risks, uncertainties, and conditions, many of which are outside of WELL's control, and undue reliance should not be placed on such information. Forward-looking information is qualified in its entirety by inherent risks and uncertainties, including: direct and indirect material adverse effects from the COVID-19 pandemic; adverse market conditions; risks inherent in the primary healthcare sector in general; regulatory and legislative changes; that future results may vary from historical results; inability to obtain any requisite future financing on suitable terms; any inability to realize the expected benefits and synergies of acquisitions; that market competition may affect the business, results and financial condition of WELL and other risk factors identified in documents filed by WELL under its profile at www.sedar.com, including its most recent Annual Information Form. Except as required by securities law, WELL does not assume any obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise.
SOURCE WELL Health Technologies Corp.
Jamil Nathoo, SVP Capital Markets and Investor Relations, [email protected], 604-628-7266
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