Healwell AI Inc. (TSX:AIDX) agreed to acquire Bio Pharma Services Inc. from Think Research Corporation for CAD 14.4 million on June 13, 2024. The consideration of CAD 11.9 million, subject to standard adjustments, in addition to a performance earnout of up to CAD 2.5 million. The Transaction is expected to be highly accretive. The consideration is approximately CAD 3.9 million to be paid in cash at closing; CAD 2.5 million to be paid by way of the issuance of a promissory note at closing, secured against the shares of BioPharma and maturing on the first anniversary of the closing; approximately CAD 4.2 million to be paid by way of the issuance of Class A Subordinate Voting Shares of the Company at an issue price equal to the volume-weight average trading price for the 15 trading days ending as of June 12, 2024; CAD 1.25 million in value of Subordinate Voting Shares to be issued on closing based on the VWAP and placed into a four-month escrow for indemnity purposes; and up to CAD 2.5 million to be paid as an earn-out over the three years following the closing. Closing of the Transaction is subject to a number of standard conditions precedent, including conditional approval from the Toronto Stock Exchange. Bio Pharma generated approximately CAD 42.47 million ($31 million) of revenue in the trailing 12-month period.
Fairmount Partners LP acted as exclusive financial advisor to Think Research in the Transaction.