CloudMD Signs Definitive Agreement to Acquire South Surrey Medical Clinic
Cash flow positive medical clinic with 12 physicians servicing over 60,000 patients
Vancouver, BC, July 28, 2020 - CloudMD Software & Services Inc. (TSXV: DOC, OTCQB: DOCRF, Frankfurt: 6PH) (the “Company” or “CloudMD”), a telemedicine company seeking to revolutionize the delivery of healthcare to patients, is pleased to announce that is has signed a Share Purchase Agreement to acquire South Surrey Medical Inc. (“South Surrey”), an integrated medical clinic based in Metro Vancouver, BC. As previously announced on June 11, 2020, the Company signed a Binding Term Sheet with South Surrey to acquire 100% of the business, assets and operations.
South Surrey is a premier provider of integrated medical solutions and an early adopter of telemedicine delivery. The Clinic has been able to streamline healthcare services and provide longitudinal and team-based patient centric care by offering a number of medical services from one location. The clinic operates with 24 healthcare professionals, including, 12 physicians across various specialities including mental health, women’s health, sports medicine, gynecology and psychiatry. South Surrey services over 60,000 patients and already uses online booking, EMR software and telemedicine that will be easily integrated into CloudMD’s software and clinic network.
Terms of Agreement
In consideration for the purchase of all of the outstanding securities of the medical clinic, CloudMD has agreed to pay Shareholders (pro-rata) aggregate consideration of up to C$700,000 payable as up to C$200,000 in cash and up to C$500,000 in shares of the Company (the “Purchase Price”), a portion of which is subject to the achievement of certain performance conditions, and a customary working capital adjustment. All shares issued pursuant to the acquisition are priced at the ten-day volume weighted trading price of the Company shares for the 10 trading days prior to the execution of the definitive agreement.
The acquisition is subject to customary closing conditions and receipt of TSX Venture exchange approval. The Company anticipates closing of the acquisition on or before July 31, 2020.
The Company also announces that it has engaged Octagon Media Corp./Wall Street Reporter (“Octagon”) for a three-month term to deliver a digital media advertising campaign coupled with an investor marketing program. As part of its compensation, Octagon will be granted incentive stock options exercisable to purchase up to 250,000 common shares in the capital of the Company at an exercise price of $0.70 per share for a period of one year.
A director of the Company has also been granted incentive stock options exercisable to purchase up to 100,000 common shares in the capital of the Company at an exercise price of $0.70 per share for a period of five years.
About CloudMD Software & Services
CloudMD is digitizing the delivery of healthcare by providing patients access to all points of their care from their phone, tablet or desktop computer. The Company offers SAAS based health technology solutions to medical clinics across Canada and has developed proprietary technology that delivers quality healthcare through the combination of connected primary care clinics, telemedicine, and artificial intelligence (AI). CloudMD currently provides service to a combined ecosystem of 376 clinics, over 3000 licensed practitioners and almost 3 million patient charts across its servers.
ON BEHALF OF THE BOARD OF DIRECTORS
“Dr. Essam Hamza, MD”
Chief Executive Officer
FOR ADDITIONAL INFORMATION CONTACT:
CloudMD Software & Services Inc.
Forward Looking Statements
This news release contains forward-looking statements that are based on CloudMD’s expectations, estimates and projections regarding its business and the economic environment in which it operates, including with respect to its business plans and its intended use of the proceeds of the Offering. Although CloudMD believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. These forward-looking statements speak only as of the date on which they are made, and CloudMD undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.