Mednow Inc. (“Mednow” or the “Company”) (TSXV: MNOW), Canada’s on-demand virtual pharmacy, is pleased to announce the Company has entered into the following two non-arm’s length party transactions pursuant to: (1) a share purchase agreement dated December 20th, 2021 with Liver Care Canada Inc. ("Liver Care Canada") and the shareholders of Liver Care Canada pursuant to which the Company shall acquire, directly or through an affiliate, all of the issued and outstanding shares of Liver Care Canada (the "Liver Care Shares") for an initial cash payment in the amount of C$65,000 and two subsequent earn-out payments in the amount of 0.1x of the revenue generated by Liver Care Canada in each of its 2022 and 2023 financial years; and (2) a share purchase agreement dated December 20th, 2021 with London Pharmacare Inc. ("London Pharmacare" and collectively with Liver Care Canada, the "Targets") and the shareholders of London Pharmacare pursuant to which the Company shall acquire, directly or through an affiliate, all of the issued and outstanding shares of London Pharmacare (the "London Pharmacare Shares") for an initial cash payment of C$585,000 and two subsequent earn-out payments in the amount of 0.1x of the revenue generated by London Pharmacare in each of its 2022 and 2023 financial years (collectively, the "Transactions").
In its last fiscal year, the Targets generated approximately an aggregate of C$21.3M in revenue and C$2.1M in gross profits from selling prescription medications and diagnostic services to its patients. The acquisition of the Targets follows the acquisitions of InfusiCare and 2716725 Ontario Inc. dba Medvisit (“Medvisit”) on November 18, 2021, and August 6, 2021, respectively. The combination of the Targets, InfusiCare, and Medvisit’s aggregate revenue in their last fiscal years was approximately C$33.6M and C$3.3M in total gross profit.
The acquisition of the Targets will expand Mednow’s offering of specialty pharmacy and clinical services in addition to those now offered by Mednow’s wholly-owned subsidiary InfusiCare Canada Inc. ("InfusiCare"). Liver Care Canada services over 20,000 patient visits per year virtually and in-person with over 10 hepatologists and gastroenterology specialists, a team of 12 specialty nurses, 3 of which are nurse practitioners, and boasts a history of treating over 5,000 Hepatitis C patients with curative treatments. Liver Care Canada provides a holistic approach to liver disease management, starting with early detection and diagnostic services to direct access to treatments and supportive therapies such as weight loss and nutrition counseling. Liver Care Canada’s patient care team serves as a patient care concierge connecting patients to care based on individual needs and care plans. Liver Care Canada’s mobile clinics also travel across Canada to help patients with liver diseases.
“The share purchase agreements with Liver Care Canada and London Pharmacare further demonstrate the continuation of our acquisition strategy to continue to expand nationally and grow organically,” said Karim Nassar, Chief Executive Officer of Mednow. “Over the last ten months, since our initial public offering in March 2021, Mednow has continued on its growth trajectory by acquiring companies with aggregate revenue in their last fiscal year of approximately C$33.6M and C$3.3M in total gross profit, while building out a national, digital pharmacy.”
Mednow is focused on the future and believes that chronic disease management is an important aspect of its mission to lead the digital health evolution, combining its people-first approach with helpful technology, and redefining pharmacy’s role in holistic care. Upon the expected closing of the Transactions and integration of the Targets’ operations with Mednow, the Targets’ patient base is expected to benefit from Mednow’s diverse product and service offerings and holistic approach to healthcare which complements the Targets’ holistic approach to liver disease management and digital customer service infrastructure providing same-day delivery services to London, Ontario, and the surrounding areas.
The Transactions are expected to expand Mednow’s expertise into hepatology drugs and liver disease management. The recent acquisition of InfusiCare Canada Inc., also located in London, Ontario, offers immediate synergies to Mednow’s specialized assets, which now include rheumatology and hepatology.
“With virtual care and the ability to reach patients through Mednow’s platforms, I believe Liver Care Canada will be able to provide its services all over Canada and help more patients access care and receive their treatments safely, and efficiently,” said Karim Ragheb, President of the Targets.
Liver Disease and Hepatology Drugs
It is estimated that one in ten, or more than three million Canadians, have some form of liver disease. 95% of deaths from liver disease are due to chronic hepatitis B and C, alcoholic liver disease, non-alcoholic fatty liver disease (NAFLD), and liver cancer1. According to recent studies, the projected number of NAFLD cases is expected to increase by 20% between 2019-2030. In 2020 hepatitis C medications accounted for the third-largest class of drug by a percentage of public drug spending. 2 It is estimated that 250,000 Canadians are living with chronic hepatitis C, and as many as 44% are unaware of it3. The cost of managing end-stage liver disease is significantly higher than the costs associated with the four most common cancers. 4
Amir Ali Reyany-Bozorg and Felipe Campusano are directors of the Company. They are also shareholders of Liver Care Canada and London Pharmacare, respectively. The Transactions are related party transactions under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company is exempt from the formal valuation and minority shareholder approval requirements imposed by MI 61-101 with respect to each of the Transactions pursuant to the exemptions in section 5.5(a) and 5.7(a) of MI 61-101, as neither the fair market value of the Liver Care Shares or the London Pharmacare Shares nor the consideration paid therefor, exceeds 25% of the Company’s market capitalization.
The Transaction is subject to corporate and regulatory approvals, including TSX Venture Exchange approval.
About Liver Care Canada Inc.
Liver Care Canada was founded in 2015 by a team of healthcare professionals with a goal to make services and treatments easily accessible to liver disease patients.
With recent advances in therapies and diagnostics, liver disease patients can now be effectively treated outside the hospital system. Liver Care Canada’s program preserves hospital resources for more complicated cases and provides an efficient model of care that has been proven effective.
Liver Care Canada’s CARE Teams are deployed according to the needs of each community in which they service. In major cities, where there is affordable public transit, they have full-service Liver Care Canada Centres. In many rural areas of Canada, where medical services are not easily accessible, Liver Care’s Mobile CARE Units travel to their patients. Each mobile healthcare facility is equipped with the latest technology and driven by a member of the CARE Team. This ensures that the medical services reach as far as possible.
Liver Care Canada’s program improves patient outcomes through care coordination and navigation of available patient care support programs.
About Mednow Inc.
Mednow is a healthcare technology company offering virtual access with exceptional care. Designed with access and quality care in mind, Mednow.ca provides virtual pharmacy and telemedicine services, as well as doctor home visits, with convenience and through an interdisciplinary approach to healthcare that is focused on the patient experience. Mednow’s services include free at-home delivery of medications, a user-friendly interface for easy upload, transfer, and refill of prescriptions, access to healthcare professionals through an intuitive chat experience, a specialized PillSmart™ system that packages prescriptions, and vitamins by date and time, and doctor consultations.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements:
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including without limitation, the statement that the Company will acquire the Shares on the terms as contemplated by management, the acquisition of the Targets will expand Mednow's offering of specialty pharmacy and clinical services, Mednow's acquisition strategy, the Targets providing an additional source of growing revenue base, Mednow continuing to expand nationally and grow organically, Mednow's continued growth trajectory, Mednow's expansion of annualized revenue, Mednow building out a national, digital pharmacy, Mednow's focus on the future, Mednow's belief that chronic disease management is an important aspect of its mission to lead the digital health evolution, the Targets' patient base are expected to benefit from Mednow's diverse product and service offerings and holistic approach to healthcare, the expansion of Mednow's expertise into hepatology drugs and liver disease management, Liver Care Canada providing services all over Canada and help more patients access care and receive their treatments safely and efficiently, the projected number of NAFLD cases. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that the Company will be able to complete the acquisition of the Shares on the terms as contemplated by management, that the Company will receive the required corporate and regulatory approvals, including TSX Venture Exchange approval, the successful integration of Mednow with the Targets, the Targets’ patient base are expected to benefit from Mednow's diverse product and service offerings and holistic approach to healthcare, the expansion of Mednow's expertise into hepatology drugs and liver disease management. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, that the Company will not be able to complete the acquisition of the Shares on the terms and conditions set out in the Share Purchase Agreement or at all, that the Company does not receive the required corporate and regulatory approvals, including TSX Venture Exchange approval, unsuccessful integration of Mednow with the Targets, that Targets’ patient base will not benefit from Mednow's diverse product and service offerings and holistic approach to healthcare and Mednow will not expand its expertise into hepatology drugs and liver disease management. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.
1 Liver Disease in Canada: A Crisis in the Making, March 2013 | Canadian Liver Foundation
2 Prescribed Drug Spending in Canada 2020: A Focus on Public Programs | Canadian Institute for Health Information
3 Blueprint to Inform Hepatitis C Elimination Efforts in Canada | The Canadian Network on Hepatitis C
4 Health care costs associated with chronic hepatitis C virus infection in Ontario Canada: a retrospective cohort study | CMAJ Open