LevelJump Healthcare Corp. (TSXV: JUMP) (OTCQB: JMPHF) (FSE: 75J) ("Leveljump" or the "Company"), a Canadian leader in B2B telehealth solutions, is pleased to announce that further to its press release dated October 1st, it has signed a definitive agreement to acquire a mid-west U.S. based telehealth business Telehospital Corp. ("Telehospital"), from certain private U.S. vendors.
The proposed purchase price is approximately US$7.13 million which will be paid to the vendors as follows: (a) US$100,000 is to be paid as a cash deposit upon the signing of definitive agreements; (b) US$4.9 million cash on closing, with $1 million of this amount held in escrow for 24 months; (c) the Company will issue on closing to the vendors a three year US$500,000 5% note which is convertible into common shares of the Company at the rate of C$0.25 per common share; and (d) the Company will issue 4 million common shares to the vendors at a price of C$0.20 per share to be released to the vendors at the rate of 25% on closing and 25% on each of the 6th, 12th and 18th month after closing. In addition, a bonus payment of US$1,000,000 will be payable if revenues of the business meet certain gross revenue targets within 36 months. The Company has also agreed to invest US$1,000,000 for expansion capital into Telehospital within 60 days of Telehospital developing a new expansion plan following the acquisition closing.
Key personnel of Telehospital will be required to enter into exclusive three-year employment agreements to remain and build the telehealth business.
Closing is targeted for the end of January 2022. Closing will be subject to a number of conditions including, but not limited to, required regulatory approvals including the TSX Venture Exchange, satisfactory due diligence and obtaining financing to fund the cash balance of the purchase price.
Through its patented technology and telehealth services, Telehospital and its affiliate telehealth provider have grown their client base to over 20 facilities and physician practices with annual revenues for 2021 approaching US$6 million and EBITDA of almost $1 million. 2020 revenues were US$4,716,416 with a net income of US$711,042. Telehospital and its affiliate telehealth provider have US$2,130,940 in assets and US$1,485,860 in liabilities as at December 31, 2020.
Telehospital is located in the U.S. mid-west and has been in operation for seven years. Telehospital and its affiliate telehealth provider are focused on remote medical care, particularly for rural and underserviced communities. The hospitals and patients in these rural communities often are left without access to specialists and in some cases do not have access to 24-hour emergency care.
Telehospital has created its own examination cart and peripherals that can be easily utilized by onsite staff to provide real time data to remote hospitalists and subspecialists for ER or hospital patients. In many cases, a general GP, ER doctor, or nurse will utilize the company's affiliated medical specialists while treating the patient.
In addition to continued growth in its home state, Leveljump believes it can expand Telehospital services to nearby states. There is also a need for teleradiology amongst Telehospital and its telehealth affiliates' clients that can be met by Leveljump's CTS subsidiary allowing for immediate synergies and revenue growth once the acquisition is closed.
"This acquisition will assist Leveljump Healthcare grow its core business of providing a complete array of telehealth solutions, with a focus on underserviced communities," said Mitch Geisler, CEO. "Expansion into the U.S., along with the patent technology, is part of our strategic growth strategy and belief in the resources we have to grow Telehospital into a leading national brand."
Any securities issued in connection with this transaction will be subject to regulatory hold periods of not less than four months and one day from the date of issue.
About Leveljump Healthcare
LevelJump Healthcare Corp., (TSXV: JUMP) (OTCQB: JMPHF) (FSE: 75J) is a healthcare company with a focus on profitable telehealth solutions as well as primary care services in radiology. The Company's subsidiary, CTS, provides off-site radiology readings for hospital emergency rooms and is a leader in the teleradiology space in Ontario. As part of our growth strategy, we are acquiring healthcare companies that have strong revenue and cash flow, with room for organic growth.
ON BEHALF OF THE BOARD OF DIRECTORS OF
LevelJump Healthcare Corp.
Mitchell Geisler, Chief Executive Officer
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Company's business plans and the outlook of the Company's industry. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. The statements in this press release are made as of the date of this release and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by applicable securities laws. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, Canadian Teleradiology Services, Inc., their securities, or their respective financial or operating results (as applicable).
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.
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