WELL HEALTH ANNOUNCES $65 MILLION BOUGHT DEAL OFFERING OF CONVERTIBLE DEBENTURES
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Vancouver, B.C. – November 15, 2021 – WELL Health Technologies Corp. (TSX: WELL) (“WELL” or the “Company”) is pleased to announce that it has entered into an agreement pursuant to which Eight Capital and Scotiabank as joint bookrunners, together with a syndicate of underwriters including Stifel GMP as co-lead underwriter with Eight Capital and Scotiabank (collectively, the “Underwriters”), will purchase, on a bought deal basis, $65 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”). The Debentures will 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.
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional $5 million aggregate principal amount of the Debentures at a price of $1,000 per Debenture, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, the aggregate proceeds of the Offering will be $70 million.
The Company has received an indication of interest for a lead order in connection with the Offering from a large Canadian pension fund manager.
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 closing date of the Offering is scheduled to be on or about November 25, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.
The Offering will be completed by way of a prospectus supplement (the “Supplement”) to the short form base shelf prospectus of the Company dated September 22, 2021 (the “Base Prospectus”), which Supplement is expected to be filed with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada, other than Quebec, on or prior to November 17, 2021. The Base Prospectus and, once filed, the Supplement can be found on SEDAR at www.sedar.com, and contain important detailed information about the Offering.
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”
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
Notice Regarding Forward Looking Information
Certain statements in this news release related to the Company are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the prospective lead order and the intended use of proceeds of the Offering. There are numerous risks and uncertainties that could cause actual results and WELL’s plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) risks inherent in the primary healthcare sector in general; (iii) that the proceeds of the Offering may need to be used other than as set out in this news release and other factors beyond the control of the Company. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.