Premier Health Group Inc. (CSE: PHGI) (OTCQB: PHGRF) (Frankfurt: 6PH) (the “Company” or “Premier Health”), a Company focused on developing innovative approaches that combine human skill based expertise with emerging technologies for the healthcare industry, is pleased to announce, further to its news release dated December 17, 2018, the Company has signed a Definitive Agreement (“the Agreement”) to acquire all of the outstanding securities of Cloud Practice Inc. (“Cloud Practice”).
Cloud Practice’s founders, including CEO Jordan Visco, and entire support team, consisting of several software developers and sales staff, will join and work alongside the Premier Health team to offer tools and resources providing for better efficiency on a day-to-day basis for both physicians and customers. The combined Premier and Cloud Practice ecosystem consists of over 3,000,000 patients.
“We are very excited to have completed this acquisition and to have the experienced team at Cloud Practice join the team at Premier Health. With this acquisition, we now have a medical software company with national reach. Thus, enabling us to build on our patient centric technology platform that will integrate telemedicine, online booking and other premium services with our electronic medical records (EMR) system,” said Dr. Essam Hamza, CEO of Premier.
Jordan Visco, CEO of Cloud Practice, stated: “We are thrilled to be joining a progressive group such as Premier Health. We are focused on delivering top quality service to Canada’s healthcare industry and we are confident that with Cloud Practice’s offerings combined with the Premier Health teams’ expertise and long-term vision, we can achieve considerable success.”
In consideration for the acquisition of all of the outstanding Cloud Practice securities, Premier will pay to the Cloud Practice shareholders total consideration of up to $5 million as follows: (i) $500,000 paid in cash on signing of the binding LOI as a refundable deposit, (ii) $500,000 in cash payable on closing, (iii) $500,000 in cash payable 90 days after closing, (iv) $500,000 in cash payable within six months of the LOI subject to the satisfaction of certain milestones related to the integration of the Juno EMR, and (v) an aggregate of $3 million payable in common shares of Premier at a deemed price of $0.76 per share.
All shares issued in the transaction are subject to a restricted period of four months and one day. There were no finder’s fees paid in connection with the Transaction.
ON BEHALF OF THE BOARD OF DIRECTORS
“Dr. Essam Hamza, MD”
Chief Executive Officer
About Premier Health
Premier Health is a Canadian company that is strategically poised to take advantage of business opportunities in the global health care industry. We are developing innovative health care approaches that combine human skill based expertise with emerging technologies, with the goal of setting the gold standard for services in locations of interest worldwide. Premier Health’s subsidiary, HealthVue is focused on developing proprietary technology to deliver quality healthcare through the combination of connected primary care clinics with telemedicine and artificial intelligence (AI). We currently have an ecosystem of over 100,000 active patients and have plans to rapidly increase that number both domestically and internationally. The HealthVue team has a strong track record of successfully creating value in healthcare and technology enterprises. The Management team has deep clinical, financial and operational expertise and a passion for improving healthcare for all patients.
About Cloud Practice
Cloud Practice is a cloud-based software solutions company focused on streamlining medical practice throughout Canada. They offer three products including Juno EMR, ClinicAid and MyHealthAccess. Juno EMR, a modified branch of an open-source electronic medical records (EMR) software which was originally released by McMaster University, is hosted in the cloud and can be accessed anywhere, anytime. ClinicAid is Canada’s easiest medical billing software. MyHealthAccess is an online patient portal which puts patients back in control of their health care through connecting with their clinics and booking appointments online.
This news release contains forward-looking statements that are based on Premier Health’s expectations, estimates and projections regarding its business and the economic environment in which it operates, including with respect to its business plans, completion of its acquisition of Cloud Practice, and the timing thereof, the expected benefits to the Company following the integration of Cloud Practice’s software and the expected implementation of new applications, including the timing thereof, the expect growth to Cloud Practice’s business and the expected synergies resulting from the Company’s acquisition of Cloud Practice. Although Premier Health 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 Premier Health 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.