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VANCOUVER, British Columbia, Feb. 16, 2021 (GLOBE NEWSWIRE) -- 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 excited to announce that it has signed a binding term sheet (“Term Sheet”) to acquire VisionPros, a vertically integrated digital eyewear platform that has serviced almost 1 million unique customers across North America.
VisionPros conveniently delivers contact lenses and glasses right to their customer’s door, anywhere in North America, at a fraction of the cost of traditional retail optical stores. The highly scalable business model includes a rapidly growing, high margin e-commerce platform, subscription business and innovative suite of digital vision care tools. VisionPros offers a unique subscription offering, with flexible monthly billing options, as well as some of the lowest prices in North America. The multi-disciplinary platform also includes a brick-and-mortar clinic, online/in-person dispensary and a lens laboratory that manufactures and distributes lenses to eyecare partners for their own affordable KIND eyewear line.
VisionPros was founded by Dr. Jessy Manhas and is led by a team of eye doctors committed to providing patient-focused vision care, and empowering practitioners through its disruptive tele-optometry technology. VisionPros’ CEO, Dr. Steven Lee, is a pioneer of the online vision tests in the market and developed the first online vision test platform which remains the current standard in North America. Subsequently, Dr. Lee developed, patented and is launching a new best-in-class, advanced technology that will deliver the safest online vision tests. This technology is designed to ensure a significantly higher level of accuracy and authentication of scripts. As part of VisionPros’ commitment to global eye health, the company has contributed to the Eyes for the World charity organization, founded by the principals of VisionPros and dedicated to restoring sight through glasses or surgery and to prevent blindness around the world. Amongst its contributions, Eyes for the World, has helped fund the construction and operation of two eye hospitals – one in India and one in Jamaica.
VisionPros’ digital platform shares many synergies with CloudMD’s existing platform and provides significant opportunities for cross-selling and integration. The e-commerce platform gives CloudMD direct access to almost 1 million unique customer accounts and further secures the Company’s footprint across North America. VisionPros’ revenue for calendar year 2020 surpassed $22 million with an adjusted earnings before interest, tax depreciation and amortization (“Adjusted EBITDA”) margin exceeding 10%.
Dr. Essam Hamza, CEO of CloudMD commented, “This is a significant acquisition for our business, which not only adds meaningful high margin revenue, but also provides us with an established e-commerce platform and almost 1 million customer accounts. VisionPros’ disruptive tele-optometry platform aligns with our vision of providing patient-focused, whole-person care and will allow us to leverage a number of our technologies and integrate our solutions into one seamless patient experience.”
Dr. Steven Lee, CEO of VisionPros commented, “We are extremely excited to partner with CloudMD and their physician led team. They share our commitment to providing a patient-centric approach that empowers physicians and engages patients. Our shared vision and combined resources are valuable for us as we look to undertake our aggressive growth strategy. There are obvious synergies across both health-tech platforms, and we look forward to leveraging those synergies to revolutionize the current system and build a North American leader in healthcare delivery.”
Terms of Acquisition
In consideration for the purchase of 100% of the outstanding securities of VisionPros, CloudMD has agreed to pay shareholders of VisionPros (i) $30 million in cash, subject to a working capital adjustment; (ii) $30 million in common shares of the Company at a deemed price by calculating the volume-weighted average trading price of the Company's common shares for the 10 trading days prior to the execution of the binding term sheet; and (iii) a performance-based earnout of up to $40 million, which is payable in cash or common shares of the Company, at the discretion of CloudMD at the time of the earn out. The common shares will be subject to certain contractual restrictions on trading for a period of 18 months from the date of issuance. Additionally, the Company will pay a 5% finder’s fee to an arm’s length party in accordance with TSX Venture Exchange policy.
The acquisition is subject to customary closing conditions, including the execution of a definitive acquisition agreement and receipt of TSX Venture Exchange approval.
About CloudMD Software & Services
CloudMD is digitizing the delivery of healthcare by providing a patient centric approach, with an emphasis on continuity of care. The Company offers SAAS based health technology solutions to healthcare providers across North America and has developed proprietary technology that delivers quality healthcare through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, educational resources and artificial intelligence (AI). CloudMD currently services a combined ecosystem of over 500 clinics, almost 4000 licensed practitioners and 8 million patient charts across North America. For more information visit: investors.cloudmd.ca
VisionPros is a Canadian-based online eyecare platform providing contact lenses and eyeglasses to customers across North America. The company sells contact lenses and glasses through a number of websites, including visionpros.com and contactlensescanada.com. VisionPros offers customers all of the leading brands of contact lenses and has its own line of eyeglasses and sunglasses called KIND Eyewear. A doctor-led company, VisionPros has developed and will soon launch an innovative, disruptive online vision test that uniquely ensures the accuracy and authentication of scripts unseen before with current existing online vision tests. For over 10 years, VisionPros has donated funding, equipment and medical personnel to bring the gift of sight to people in need in underdeveloped countries. For more information on VisionPros, please visit visionpros.com.
ON BEHALF OF THE BOARD OF DIRECTORS
“Dr. Essam Hamza, MD"
Chief Executive Officer
FOR ADDITIONAL INFORMATION CONTACT:
VP, Investor Relations
Forward Looking Statements
This news release contains forward-looking statements, including statements regarding projected revenue, completion of the VisionPros acquisition, future business synergies and cost savings. Such forward-looking statements are based on CloudMD’s expectations, estimates and projections regarding its business and the economic environment in which it operates, including the expectations regarding closing of the VisionPros acquisition and the ability of the Company to carry out its business plans. Although CloudMD believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results, including revenue projections, 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 undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.
Non-GAAP and Non-IFRS Measures
This press release refers to “EBITDA” and “EBITDA margins” which are non-GAAP and non-IFRS financial measures that do not have a standardized meaning prescribed by GAAP or IFRS. The Company’s presentation of these financial measures may not be comparable to similarly titled measures used by other companies. These financial measures are intended to provide additional information to investors concerning the Company’s and VisionPros’ performance. EBITDA is defined as earnings before interest, taxes, depreciation and amortization and EBITDA margins is defined as EBITDA as a percent of total revenue. EBITDA and EBITDA margins are Non-IFRS measures the Company uses as an indicator of financial health and excludes several items which may be useful in the consideration of the financial condition of the Company and VisionPros, as applicable, including interest expense, income taxes, depreciation, and amortization.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
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