- Award-winning patient engagement software providing peer- reviewed, educational resources for patients about their conditions and treatment plans
- Access to 7.5 million patients, with over 10,000 healthcare professionals and other users, and 60 healthcare associations globally already using iMD
- Featuring over 80,000 content resources (images, brochures and videos), covering 2,100 health conditions, including content licensed from the world-renowned Mayo Clinic library
- Content partnerships with pharmaceuticals companies including, Astra Zeneca, Novartis, Sanofi, Bayer, Johnson&Johnson, etc.
- Synergistic across all verticals of CloudMD’s business and shared vision of holistic, engaged patient centric care
- Aggressive global growth plans with significant upside potential and projected YoY revenue increases
VANCOUVER, British Columbia, Sept. 14, 2020 — CloudMD Software & Services Inc. (TSXV: DOC, OTCQB: DOCRF, Frankfurt: 6PH) (the “Company” or “CloudMD”), a telehealth company revolutionizing the delivery of healthcare to patients, is pleased to announce that it has entered into a Binding Term Sheet (“Term Sheet”) to acquire 100% of iMD Health Global Corp. (“iMD”), a novel, award winning platform designed for healthcare professionals at every level of care to better engage, inform and educate patients about their conditions and treatment plans. The platform features trusted, peer-reviewed healthcare resources.
iMD is a trusted platform used by healthcare professionals (including doctors, nurses, pharmacists and allied health professionals), to provide factual, medical information that promotes positive patient behaviour in all health sectors. iMD’s intuitive platform provides a robust digital library and consultative visual component which is available on any digital device. iMD’s platform is populated with content licensing partnerships with Canada’s most respected health associations, pharmaceutical companies in addition to being backed and partnered with Apotex Pharmaceuticals, one of Canada’s largest pharmaceuticals companies with $2 billion in annual sales, which currently has an 18% equity stake in iMD.
The platform has access to over 7.5 million patients and is currently being used by over 10,000 healthcare professionals and other users including: 3,800 doctors, 2,000 pharmacies, 140 hospitals, and 150 specialty clinics. In addition, iMD has partnerships with over 30 global pharmaceuticals companies, 18 digital healthcare integration providers, Health Canada and over 60 healthcare associations in North America. iMD’s robust medical library already has over 80,000 patient friendly images, brochures and videos covering 2,100 health conditions, which includes the medical Mayo Clinic library. The platform has a great return on investment (ROI) for healthcare practitioners as it increases efficiency, improves patient engagement, reduces costs and saves time.
The acquisition of iMD is synergistic across every aspect of the Company’s business and both teams share the same vision of providing holistic, patient centered healthcare. iMD’s educational platform will enable CloudMD to provide its entire network of over 3000 healthcare practitioners, specialists, and allied health professionals and almost 3 million patients with valuable educational resources on healthcare issues, treatments and preventative solutions. Providing access to these additional resources is another way CloudMD demonstrates the importance of continuity of care and whole person care as it continues to disrupt traditional healthcare delivery.
The integration of iMD’s platform into CloudMD’s Electronic Medical Records (“EMR”) software, Juno, creates an industry leading EMR software, and one of the only solutions that gives healthcare professionals direct access to additional resources to provide to their patients from one platform. The integration revolutionizes CloudMD’s EMR and will give it a significant competitive advantage over others in the market.
The acquisition will be immediately accretive to CloudMD as iMD has multiple high margin revenue streams from SaaS and sponsorship services. Based on contracts signed to date, iMD expects to generate annualized revenue of approximately $1.2 million with earnings before interest, taxes, depreciation and amortization (EBITDA) margins exceeding 5%. iMD has continued to grow its team and invest in its intellectual property, thus operating near breakeven to continue funding its aggressive growth strategy. CloudMD’s platform will provide opportunities for new revenue streams, cross selling of services and optimization of iMD’s current revenue model.
Kevin Delano, CEO and Founder of iMD has plans to expand iMD across Canada, North America, Mexico and the Middle East. The iMD team will have access to CloudMD’s resources and capital to expedite its expansion and continue growing the business. Kevin has been leading iMD for the last 10 years and has a strong entrepreneurial background, having created / co-founded a number of businesses in the sales and marketing disciplines. Prior to iMD, he co-founded CIM (Consumer Impact Marketing), one of the largest Canadian sales and marketing agencies with approximately $90 million in revenue, which was acquired by Mosaic Sales Solutions. Kevin will be responsible for leading the continued global expansion of iMD.
Essam Hamza, CEO of CloudMD commented, “Kevin has done an incredible job building iMD’s platform from inception to the world class solution it is today. The two companies instantly found common ground with our shared vision of providing a holistic, patient focused approach to healthcare. Combining both platforms is immediately synergistic across every aspect of both our businesses as it allows us to layer on additional educational resources for our doctors, allied health professionals and patients and for us to cross sell services to their clients and patients. These resources empower patients to finally participate in their own health and wellness which studies have repeatedly shown results in better outcomes, and in turn lowers healthcare costs for governments and corporations around the world. The addition of iMD further realizes our strategy of whole person healthcare delivery and will be an extremely valuable piece of our global growth plans.”
Kevin Delano President & CEO of iMD commented, “There is a significant disconnect between what a patient is told and what he or she remembers. We have developed the very best cloud-based patient engagement software on the market. With CloudMD’s infrastructure, including its EMR, network of clinics and pharmacies, and allied health, specialist and mental health solutions, we can accelerate our growth and help more patients. iMD’s platform empowers patients to take control of their health and wellness, and provides trusted health resources when and where they need it. We are excited to join CloudMD and look forward to working with them moving forward.”
Terms of Agreement
In consideration for the purchase of 100% of the outstanding securities of iMD, CloudMD has agreed to pay shareholders aggregate consideration of C$10,000,000 payable as follows: (i) C$1,500,000 in cash, subject to a working capital adjustment; (ii) C$4,500,000 in shares of the Company; and (iii) performance-based earnouts of C$4,000,000 which is payable in shares of the Company in annual issuances over a period of two years. All shares issued pursuant to the acquisition are issued at a deemed price of C$1.61 per share and are priced by calculating the ten-day volume weighted average trading price of the Company’s shares for the 10 trading days prior to the execution of the binding term sheet. The shares will be subject to certain contractual restrictions on trading for periods ranging from eight and twenty months from the date of issuance.
The acquisition is subject to customary closing conditions, including the execution of a definitive acquisition agreement and receipt of TSX Venture Exchange approval. The company anticipates a definitive agreement on or before October 9, 2020.
The Company also announces it has extended its contract with Winning Media, LLC. (“Winning Media”) to provide targeted digital media and corporate brand recognition initiatives. Winning Media is a Houston, Texas – based marketing agency that specializes in digital and corporate brand marketing services to enhance corporate visibility and retail investor awareness. CloudMD has agreed to pay the agency US$114,000 for a six-week term. The agency will handle specific functions of digital distribution of public information relating to the Company. Winning Media and its principals do not have any direct or indirect equity interest in the Company and will not receive any securities of the Company as compensation for their services.
About iMD Health Global Corp.
iMD Health Global is a Toronto-based ehealth software development company, focused on innovating healthcare education. Since 2010, iMD has grown into Canada’s largest digital patient engagement platform. Centered “At The Point of Care”®, healthcare professionals use iMD’s cloud-based platform (in clinic or virtual consults) to engage with their patients at a deeper level and optimize knowledge transfer surrounding a patient’s condition and treatment plan.
This is done through the seamless integration of over 80,000 images, booklets, and video resources (covering 2,100 medical topics), into an award-winning user interface that makes patient education both efficient and effective. At the end of a patient’s consultation, a summary of all the discussed information can be emailed to the patient to review and continue their learning journey at home, improving their health literacy and adherence to their treatment plan. The iMD platform is utilized by doctors, nurses and pharmacists in clinics, hospitals, pharmacies, infusion clinics and in-home care settings. Learn more at imdhealth.com and app.imdhealth.com.
About CloudMD Software & Services
CloudMD is digitizing the delivery of healthcare by providing patients access to all points of their care from their phone, tablet or desktop computer. The Company offers SAAS based health technology solutions to medical clinics across Canada and has developed proprietary technology that delivers quality healthcare through the combination of connected primary care clinics, telemedicine, and artificial intelligence (AI). CloudMD currently provides service to a combined ecosystem of 376 clinics, over 3000 licensed practitioners and almost 3 million patient charts across its servers.
ON BEHALF OF THE BOARD OF DIRECTORS
“Dr. Essam Hamza, MD”
Chief Executive Officer