MCI Onehealth Technologies, Inc.
MCI OneHealth Acquisition of Khure Health
April 6, 2021
MCI OneHealth Technologies Inc. (“MCI”) will acquire 100% of the issued and outstanding shares of Khure Health Inc. (“Khure”) for up to C$13,500,000, based on certain revenue milestones being achieved through calendar 2023.
Khure’s powerful clinical intelligence platform enables physicians to manage rare and complex disease patients accelerating diagnoses from an average of 4 years to months.
Khure’s platform is one of North America’s broadest suite of rare disease screening tools that leverages precision medicine, deep clinical analytics, machine learning and AI.
Designed to help over 300 million people worldwide and 1 in 12 Canadians who live with a rare disease, many of which go undiagnosed.
The acquisition of Khure’s high growth, profitable business will accelerate MCI’s roadmap to becoming Canada’s leader in technology-enabled healthcare.
MCI expects the acquisition of Khure to be accretive to adjusted EBITDA, before synergies in the first full year of operations.
MCI (TSX: DRDR) has signed a share purchase agreement to acquire all of the issued and outstanding shares of Khure (the “Transaction”). Khure’s technology platform harnesses clinical data, enabling physicians to rapidly screen and identify patients with rare diseases and facilitate more personalized treatment. Khure will be integrated into MCI’s primary care footprint, one of the first of its kind in Canada.
Khure will enable MCI to accelerate its data analytics roadmap through its continued work with leading pharmaceutical and medical device companies in North America, Europe and Japan. Khure is actively working with and/or has rare and specialty disease programs in development with top 10 Pharma and international disease associations. Additionally, the integration of Khure into MCI’s ecosystem will enhance the number of opportunities available to launch and participate in meaningful research initiatives to aid in the development of innovative treatment options.
“As a clinician-led company, our vision for MCI is to be the foremost resource for Canadians as we move towards more meaningful relationships with healthcare and technology. This acquisition is a catalyst in accelerating the progression of that vision. Linking a functional clinical intelligence platform to our existing databases is an integral step in redefining the way that technology is used in MCI’s healthcare network, but it really transcends MCI to other healthcare networks,” says Dr. Alexander Dobranowski MD., CEO of MCI. “Identifying undiagnosed patients with rare disease is a very important initiative. We are truly excited to empower primary care doctors with the essential tools and technology to take meaningful steps forward towards a future of preventive care.”
Three hundred (300) million people worldwide and 1 in 12 Canadians are currently living with a rare disorder that often goes undiagnosed due to the complexity of the diagnostic criteria. Presently, it can take an average of four years for a rare condition to be recognized, putting patients at serious risk of missing the opportunity to intercept disease progression in its early stages.
MCI’s integration of Khure will inherently support MCI’s doctors as well as doctors outside of the MCI network to improve primary care in Canada. Primary care physicians will gain visibility of genetic and clinical markers that contribute to or are symptomatic of rare diseases that would otherwise go undetected. Through gaining this insight, the focus shifts to preventative care and early intervention to help more Canadians find the right treatments sooner.
“We are thrilled to be joining MCI,” said Don Watts, President, Khure. “By adding our clinical intelligence platform to MCI’s growing operations in primary care and healthcare technologies, we believe that our shared goals of better understanding and diagnosing rare diseases among Canadians will advance substantially as part of the MCI network.”
Already one of the leaders in primary care, MCI is strengthening its business from a brick and mortar clinic network towards a data-driven, modernized technology-enabled health services platform.
Terms of Acquisition
Pursuant to the terms of the Transaction, MCI and Khure have agreed that MCI will acquire all of the issued and outstanding shares of Khure for consideration consisting of: (i) cash consideration in the amount of C$500,000; (ii) the issuance of C$3,500,000 in Class A Subordinate Voting Shares in the capital of MCI (“MCI Shares”), at a share price based on the volume weighted average market price (“VWAP”) at time of closing; (iii) a holdback amount at a share price subject to the terms of the Share Purchase Agreement consisting of a maximum of C$3,000,000 in MCI Shares, to be released at the 12 month anniversary of closing and at a share price based on the VWAP at time of closing; and (iv) the issuance of up to C$6,500,000 in MCI Shares (the “Earn-Out Shares”), at a share price based on the VWAP at the time of issuance, subject to the achievement of revenue milestones, with up to C$900,000 of such MCI Shares being issuable to two of the principals of Khure.
Khure’s rapid growth enabled it to grow 500% in 2020, and achieve positive adjusted EBITDA, despite Khure only generating first revenue in 2019. Khure’s year-to-date closed business has already surpassed 2020 levels underpinning its continued high growth trajectory. MCI expects Khure to continue its rapid growth by expanding on its existing customer base, garnering new customer wins, and leveraging MCI’s substantial patient and physician base.
MCI expects the acquisition of Khure to be accretive to adjusted EBITDA, before synergies in the first full year of operations. Closing is expected to occur on or about April 30, 2021.
No securities regulatory authority has either approved or disapproved of the contents of this press release. Completion of the Transaction is subject to the receipt of customary approvals, including, but not limited to, the approval of the Toronto Stock Exchange.
MCI is a healthcare technology company focused on empowering patients and doctors with advanced technologies to increase access, improve quality, and reduce healthcare costs. As part of the healthcare community for over 30 years, MCI operates one of Canada’s leading primary care networks with 25 clinics, serves over 850,000 patients annually and had over 260,000 telehealth visits last year. MCI additionally offers an expanding suite of occupational health service offerings that support a growing list of over 250 corporate customers. Led by a proven management team of doctors and experienced executives, MCI remains focused on executing a strategy centered around acquiring technology and health services that complement MCI’s current roadmap. For more information, visit mcionehealth.com.
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This press release contains forward‐looking information within the meaning of applicable securities legislation, which reflects MCI’s current expectations regarding future events, including statements relating to: the closing and impact of the Transaction (including the expected timing thereof), the approval of the TSX, the value and expected timing of the consideration paid in connection with the Transaction (including the Earn-Out Shares), the impact of the Transaction on MCI, the integration of Khure and MCI, Khure’s continued rapid growth and accretive value to MCI. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of words or phrases such as “plans”, “targets”, “expects”, “estimates”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” occur. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond MCI’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Transaction on the negotiated terms or at all and the factors discussed under “Risk Factors” in the final prospectus of MCI dated December 29, 2020. MCI does not undertake any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.