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 on September 28th it has signed a term sheet to acquire a mid-west U.S. based telehealth business ("Targetco"), 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; (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 into the business within 60 days following closing for expansion capital.
Key personnel of Targetco will be required to enter into exclusive three-year employment agreements to remain and build the telehealth business.
Definitive agreements are expected to be completed and executed by mid-October with closing targeted for the first half of December. 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, Targetco has grown its 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. Targetco had US$2,130,940 in assets and US$1,485,860 in liabilities as at December 31, 2020.
Targetco is located in the U.S. mid-west and has been in operation for seven years. Targetco is 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.
Targetco has created its own examination cart that can be easily utilized by the onsite doctor to provide real time data the remote specialist. Specialist or ER consultations via video conferencing. In many cases, a general GP or ER doctor or nurse, will utilize the company medical specialists while treating the patient.
In addition to continued growth in its home state, Leveljump believes it can expand services to nearby states. There is also a need for teleradiology amongst this companies' clients that can be met by Leveljump's subsidiary CTS allowing for immediate synergies and revenue growth once the acquisition is closed.
"We are very excited to announce our intention to acquire this exciting business," said Mitch Geisler, CEO. "Combined with our other recently announced acquisitions in Ontario (see the Company's news release dated September 28, 2021), our combined gross revenue will be close to $17 million with EBITDA of over $2 million. We feel strongly that this telehealth business can be expanded rapidly over the next few years and that there will be many cross-marketing opportunities for our existing business."
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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/98316