- HEALWELL AI has entered into an agreement to acquire 100% of the shares of Auckland, New Zealand based Orion Health Holdings Limited (“Orion Health”), a subscription license and services revenue business serving marquee public sector clients globally with data interoperability and healthcare navigation products and services.
- The two organisations are perfectly aligned on a combined mission to revolutionize healthcare through AI and data-driven innovation positioning HEALWELL as a global leader in healthcare technology. The integration of HEALWELL’s AI into Orion Health’s Amadeus and Virtuoso platforms is highly synergistic, unlocking new opportunities in population health management, clinical research and preventative care.
- Orion Health(1) has close to 400 employees with offices in 11 countries globally. Its software solutions currently support over 70 public and private sector customers representing a population of 150 million lives world-wide. Orion Health(1) is expected to generate over $100m CAD in revenues mostly from subscription license and services and over $20m CAD in EBITDA(2) in calendar 2025.
- HEALWELL will pay approximately $144m CAD upfront of which a minimum of $86m CAD will be paid in cash and the balance will be paid in HEALWELL stock in addition to $20.5m CAD in a 3-year performance earnout to acquire Orion Health. The cash portion of the acquisition price will be partially funded by a bought deal private placement of convertible debentures and subscription receipts co-led by Eight Capital and Scotiabank for gross proceeds of $50m CAD (the “Offering”), with the balance expected to be covered with debt provided by a Schedule 1 bank.
- J.P. Morgan acted as financial advisor to HEALWELL on the acquisition.
TORONTO, ON, December 16, 2024 – HEALWELL AI Inc. (“HEALWELL” or the “Company”) (TSX: AIDX, OTCQX: HWAIF), a healthcare artificial intelligence company focused on preventative care, is pleased to announce that it has entered into an agreement to acquire 100% of the shares of Auckland, New Zealand based Orion Health Holdings Limited, a subscription license and services revenue business serving marquee public sector clients globally with data interoperability and healthcare navigation products and services after the concurrent divestiture of Orion Health’s divisions that are non-strategic to HEALWELL, for total consideration of $200m NZD or $165m CAD (the “Transaction”). The acquisition of Orion Health and concurrent divestment of non-strategic divisions will represent a transformative milestone in HEALWELL’s journey to become a global leader in healthcare technology and artificial intelligence. Orion Health is expected to generate revenue of more than $100m CAD with EBITDA(2) of over $20m CAD in calendar 2025.
Orion Health is a leader in global healthcare technology, with over 70 worldwide customers in 11 countries. This acquisition will provide HEALWELL with a significant multi-jurisdictional platform to deliver its best-in-class AI-driven solutions by integrating them with Orion Health’s advanced healthcare data infrastructure capabilities. Orion Health’s software solutions currently serve a population approaching 150 million lives globally; which will materially expand HEALWELL’s footprint to execute against its mission of early disease detection.
“The Acquisition of Orion Health is a major game-changer in the development of HEALWELL’s trajectory as a company,” said Hamed Shahbazi, Chairman of HEALWELL. “Orion Health brings significant large enterprise customers, recurring revenues, strong operating margins and free cashflow conversion to HEALWELL while providing a significant new channel for the distribution of its best-in-class AI products and services. Our organisations share a vision and mission to revolutionize healthcare through AI and data-driven innovation. This transaction will singlehandedly propel HEALWELL into being a profitable and cash generative company while providing significant new opportunities for its future capital allocation and M&A strategy.”
Orion Health is a global leader in the development and deployment of data management platforms at scale, delivering healthcare information intelligence through their advanced Virtuoso Digital Front Door (DFD) and Amadeus Digital Care Record (DCR) platforms. Their ability to aggregate data from multiple sources and knit it together for healthcare practitioners to have seamless data flow across multiple complex health systems benefits patients but also delivers population scale data.
These platforms have won Orion Health long-term contracts in some of the largest countries and regions globally. Australia and New Zealand, the NHS in the UK and North America are their strongest markets with Canada being their largest regional market. The Province of Ontario is implementing both the DCR and DFD solutions while the Province of Alberta has been a DCR customer for more than 20 years. Orion Health’s Amadeus and Virtuoso platforms are expected to become key drivers of HEALWELL’s future growth.
Founder and majority shareholder of Orion Health, Ian McCrae commented, “Innovation is in Orion Health’s DNA and HEALWELL inherits two world-class market-leading solutions in Amadeus and Virtuoso. HEALWELL, with the resources they have, will take these solutions to a new level of excellence. HEALWELL’s commitment to maintaining and investing in R&D in New Zealand was of huge importance for me. We’re writing a new chapter in Orion Health’s history and HEALWELL is the right organisation to take it to the next level and deliver better healthcare experiences for all.”
Amadeus is a Digital Care Record (DCR) platform that consolidates patient data across care settings, enabling enhanced care coordination and population health management. Virtuoso is a Digital Front Door (DFD) platform that offers an integrated patient and population engagement platform, enabling end-to-end healthcare navigation and management.
Both Amadeus and Virtuoso platforms are trusted by governments, health systems, and commercial payers worldwide and bring proven capabilities to streamline healthcare workflows, reduce clinician burnout, and improve health equity.
In Canada, its 20+ year partnership with Alberta Netcare stands out as one of Orion Health’s largest DCR implementations, integrating data from over 120 clinical sources to create unified patient records. This system, with more than 1.2 billion clinician screen views and 70,000 clinical users, enhances e-referrals and clinician collaboration across care settings. In Ontario, the Virtuoso platform underpins the province’s “digital-first” health policy by supporting Ontario Health 811, a scalable portal that provides 24/7 health advice to 15 million users, reducing emergency care pressures while connecting patients to digital care.
Dr. Alexander Dobranowski, CEO of HEALWELL, commented, “We are very pleased to welcome the skilled and talented Orion Health team to HEALWELL. Together we will deliver on our combined mission to revolutionize healthcare through AI and data-driven innovation. The integration of Amadeus and Virtuoso will position HEALWELL as a global leader in healthcare technology and artificial intelligence. These platforms will enable us to deliver unparalleled solutions that drive efficiency, improve patient outcomes, and empower healthcare providers worldwide. We look forward to completing the transaction and delivering long-term value to our customers, partners, and stakeholders together, as we redefine what’s possible in healthcare.”
The acquisition of Orion Health will provide opportunities for global health systems to access HEALWELL’s best-in-class AI technology to deliver actionable insights and drive better healthcare outcomes. It also significantly scales HEALWELL’s platform by deepening its penetration into the public sector, supported by Orion Health’s long-standing government relationships and broader customer base. Moreover, the acquisition will unlock substantial revenue synergy potential, as well as improved operational efficiencies and cost savings through shared services with WELL Health Technologies Corp., HEALWELL’s largest investor and strategic partner. Collectively, these advantages will strengthen HEALWELL’s financial profile, creating a larger, scalable business with substantial growth and value-creation potential.
Brad Porter, CEO of Orion Health commented, “This is a transformational moment in Orion Health’s history, strengthening its position as a world leader in population health management and combining it with the powerful AI capabilities of HEALWELL. Joining the HEALWELL family will make Orion Health stronger than ever, creating significant momentum. We anticipate that 2025 will be one of our best and most profitable years to date. There is so much potential with our combined capabilities to meet unmet health needs in ways that could be game-changing for the health of entire communities. When we link up data and insights with AI-assisted action, we will see data saving lives on a scale not seen before. It’s truly exciting.”
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