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WELL Health Technologies Completes Oversubscribed $70 Million Bought Deal Offering of Convertible Debentures
Monday, November 29, 2021Company Profile | Follow Company
Vancouver, BC, November 29, 2021--(T-Net)--WELL Health Technologies Corp. (TSX: WELL) announced that it has completed its bought deal public offering of $70 million aggregate principal amount of convertible senior unsecured debentures of the Company due December 31, 2026 at a price of $1,000 per Debenture.
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..
Hamed Shahbazi, Chairman & Chief Executive Officer, WELL Health Technologies Corp.
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.
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
Additional Notes on Financing
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.
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. [ MORE ] |
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WELL Health Technologies Corp.
Vancouver (Other Tech Sectors)
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