/NOT FOR DISTRIBUTION TO
IN THE
- Strategic acquisition positions
Think Research to educate clinicians internationally on the latest evidence and protocols and also to provide them with the digital tools required to immediately deploy that knowledge into their practice, thereby improving patient care, safety and outcomes - Combined,
Think Research andMDBriefCase reach a network of nearly 300,000 global healthcare professionals inCanada ,Europe ,Australia ,Africa and theMiddle East - With the acquisition of
MDBriefCase , trailing pro forma revenue grows to more than$36M
The acquisition was made for an aggregate purchase price of
The acquisition represents a meaningful and immediate contributor of revenue and accretive profit. As at
Details of the Transaction
- Consideration for the Transaction consisted of: (a) the issuance of
$24M in value of Common Shares at a price of$4.65 per Common Share, for an aggregate of 5,161,290 Common Shares; and (b) a cash payment of approximately$1.3M , in each case, to be issued or paid, as the case may be, pro rata to the shareholders ofMDBriefCase , which include certain funds affiliated withPersistence Capital Partners as well asJason Flowerday (collectively, the "MDB Shareholders"). - The Transaction included the assumption of approximately
$3.2M of term debt ofMDBriefCase which is to be refinanced viaThink Research byNational Bank's Technology and Innovation Banking team, with the result thatMDBriefCase shall be acquired on a cash-free, debt-free basis. - MDBriefCase Shareholders are also entitled to deferred consideration upon the achievement of certain financial milestones during the two-year period following closing of the Transaction, such deferred consideration to be payable in shares of the Company.
- The Company has obtained representation and warranties insurance on customary terms in connection with the Transaction.
- The Transaction constituted a "reviewable acquisition" in accordance with Policy 5.3 of the
TSX Venture Exchange . - A finder's fee of
$641,250 plus HST (the "Finder's Fee") was paid by the Company toEpic Capital Management (the "Finder"). The Finder's Fee was satisfied: (a) as to 50%, via the issuance of Common Shares at$4.65 per Common Share (for a total issuance to the Finder of 68,952 Common Shares); (b) as to the remaining 50%, via the payment in cash to the Finder of$320,625 ; and (c) an aggregate of $83,362.50 in HST payable to the Finder in cash. - Each of
MDBriefCase , the MDBriefCase Shareholders and the Finder are arm's length parties to the Company. - All dollar amounts are in Canadian dollars.
About
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Examples of forward-looking statements include, among others, the projected impact of completion of the Transaction on the Company's business, financial conditions and results.
By their nature, forward-looking statements involve known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company's actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements include, among others, risks relating to general economic, market and business conditions, and unforeseen delays in the timelines for any of the transactions or events described in this press release. The Company has assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. Other than as required under securities laws, the Company does not undertake to update this information at any particular time.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in
Neither
SOURCE
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