WELL Health to Exercise Call Right and Acquire Majority Controlling Interest in HEALWELL AI concurrent with HEALWELL's Proposed Acquisition of Orion Health

Core Viewpoint - WELL Health Technologies Corp. intends to acquire a majority controlling interest in HEALWELL AI Inc. concurrent with HEALWELL's acquisition of Orion Health, enhancing its capabilities in digital healthcare and AI technology [1][5]. Group 1: Acquisition Details - WELL will exercise its call right to acquire 30.8 million Class A Subordinate Voting Shares and 30.8 million Class B Multiple Voting Shares of HEALWELL [5]. - Following the acquisition, WELL expects HEALWELL to contribute approximately $160 million in revenue and positive Adjusted EBITDA over the next 12 months [2][4]. - WELL will consolidate HEALWELL's financial results under IFRS starting April 1, 2025 [2][5]. Group 2: Financial Implications - WELL anticipates holding approximately 37.3% of the economic interest and 69.6% of the voting rights in HEALWELL on a non-diluted basis after the acquisition [3][5]. - On a fully-diluted basis, WELL expects to hold approximately 28.7% of the economic interest and 60.8% of the voting rights in HEALWELL [3][5]. - HEALWELL's acquisition of Orion Health is expected to generate over $100 million in revenues, primarily from subscription licenses and services [7][8]. Group 3: Strategic Rationale - The acquisition will enhance WELL's ability to deliver AI-enabled healthcare solutions, leveraging HEALWELL's expertise and Orion Health's established public sector relationships [2][8]. - The combined entities are expected to unlock substantial revenue synergies and improve operational efficiencies through shared services [8]. - WELL plans to nominate additional independent directors to HEALWELL's board, further solidifying its control and strategic direction [9].