CloudMD Completes Acquisition of Rapidly Growing VisionPros

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VANCOUVER, British Columbia, June 24, 2021 (GLOBE NEWSWIRE) – CloudMD Software & Services Inc. (TSXV: DOC, OTCQB: DOCRF, Frankfurt: 6PH) (the “Company” or “CloudMD“), a healthcare technology company that is revolutionizing the delivery of care, is pleased to announce that it has completed the previously announced acquisition of VisionPros1, a vertically integrated digital eyewear platform that has served nearly one million unique customers in North America.

VisionPros easily delivers contact lenses and eyeglasses directly to their customers’ doorsteps across North America and at a fraction of the cost of traditional retail optical stores. The highly scalable business model includes a rapidly growing e-commerce platform and an innovative suite of digital eye care tools. VisionPros also offers a unique subscription offering, with flexible monthly billing options, at some of the lowest prices in North America. The multidisciplinary platform also includes a physical clinic, online / in-person dispensary and lens lab that manufactures and distributes lenses to eye care partners for their own affordable KIND eyewear line.

VisionPros’ digital platform shares many synergies with the existing CloudMD platform and offers significant cross-selling and integration opportunities. The e-commerce platform gives CloudMD direct access to nearly one million unique customer accounts and further secures the company’s presence in North America. VisionPros revenue for the year ended December 31, 2020 exceeded $ 22 million with adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) exceeding 10%.

Acquisition conditions

In consideration for the purchase of 100% of the outstanding securities of VisionPros, CloudMD paid VisionPros shareholders: (i) $ 30 million in cash, subject to a negative adjustment to estimated net working capital of 995,353 $; and (ii) $ 30 million in common shares of the Company at a deemed price of $ 2.75 per common share. In addition to closing considerations, the Company may pay a performance-based earn-out of up to an additional $ 40 million in Company common shares or cash, at the Company’s option, and is based on the Compliance by VisionPros with certain performance milestones with regard to sales and technological developments of VisionPros after closing. Specifically, the Company will pay an additional $ 10 million to suppliers if VisionPros meets or exceeds the revenue target for the six months ending December 31, 2021, and an additional $ 10 million if VisionPros meets or exceeds the revenue target. for the year ending December 31. , 2022. In addition, the Company may pay sellers up to an additional $ 20 million upon the development of certain new technologies before December 31, 2022. Common shares will be subject to certain contractual restrictions on trading for a period of 24 month. from the date of issue. In addition, the Company will pay finders’ fees to an arm’s length party in accordance with the policies of the TSX Venture Exchange by issuing 986,842 common shares of the Company at a deemed price of $ 3.04.

About Cloud® Software and Services

CloudMD digitizes healthcare delivery by providing a patient-centered approach with an emphasis on continuity of care. By leveraging healthcare technology, the company is building a connected platform that addresses all points of a patient’s care journey and provides better access to care and better outcomes. Using CloudMD’s proprietary technology, the company delivers quality healthcare through a holistic offering including hybrid primary care clinics, specialty care, telemedicine, mental health support, educational resources and intelligence artificial (AI). The Enterprise Health Solutions division of CloudMD includes one of the top 4 employee assistance programs in Canada and offers a complete, digitally connected platform for businesses, insurers and advisors to better manage health and wellbeing. -be their employees and customers.

CloudMD currently serves a combined ecosystem of over 7,000 psychiatrists, approximately 4,500 therapists and counselors, approximately 4,000 psychologists, over 22,000 family physicians, over 34,000 medical specialists, over 1,500 allied health professionals, over 500 clinics and over 5 million people in North America. For more information visit: https://investisseurs.cloudmd.ca.

ON BEHALF OF THE BOARD OF DIRECTORS

“Dr. Essam Hamza, MD”
Chief executive officer

FOR MORE INFORMATION, CONTACT:

Julia becker
Vice-President, Investor Relations
[email protected]

Forward-looking statements

This press release contains forward-looking statements, including future business synergies, which are based on CloudMD’s expectations, estimates and projections regarding its business and the economic environment in which it operates, including expectations regarding its business plans. Although CloudMD believes that the expectations expressed in these forward-looking statements are based on reasonable assumptions, these statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. These forward-looking statements speak only as of the date on which they are made, and CloudMD does not undertake to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required by the law.

Non-GAAP and non-IFRS measures

This press release refers to “Adjusted EBITDA” and “Adjusted EBITDA Margin” which are non-GAAP and non-IFRS financial measures that do not have standardized meanings prescribed by GAAP or IFRS. The company’s presentation of these financial measures may not be comparable to measures of the same name used by other companies. These financial measures are intended to provide additional information to investors regarding the performance of the Company and VisionPros. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization and non-recurring items. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of total revenue. Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures that the Company uses as an indicator of financial health and exclude several items that may be useful in reviewing the financial condition of the Company and VisionPros, as the case may be. applicable, including interest expense, income taxes, depreciation and amortization.

The TSX Venture Exchange accepts no responsibility for the adequacy or accuracy of this release.


1 VisionPros, collectively, is made up of 0869316 BC Ltd., 1143556 BC Ltd. and 1153046 BC Ltd.

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