Venture-backed Think Research acquires Pharmapod’s assets

Think Research has acquired the assets of Pharmapod, a Dublin-based electronic data capture solution that reports medication errors, through a receivership process in Ireland. The purchase price was about C$1 million. Toronto-based Think Research, a digital healthcare solutions provider, is backed by Fidelity Investments Canada, iGan Partners, Lumira Ventures, Kayne Partners and others.

PRESS RELEASE

TORONTO, Nov. 4, 2021 /CNW/ – Think Research Corporation (TSXV: THNK) (“Think” or the “Company”), a company focused on transforming healthcare through digital health software solutions, is pleased to announce today it has acquired the assets of Pharmapod Limited (“Pharmapod”) through a receivership process in Ireland (the “Transaction”) pursuant to the terms of a business purchase agreement dated November 4, 2021 (the “Business Purchase Agreement”), between Think, Pharmapod, a receiver appointed in respect of Pharmapod, and Think’s wholly-owned subsidiary, Think Research (EU) Corporation Limited (“Think Research EU”). Pharmapod operates a software as a service (“SaaS”) electronic data capture solution that reports medication errors to improve patient safety and simplify pharmacy reporting.

Through the Transaction, Think will be uniquely positioned to service pharmacies, hospitals and long-term care facilities around the world by building upon the current reach of Think’s electronic data capture solutions and client base. Pharmapod services more than 9,000 pharmacies throughout Canada, the United Kingdom, Ireland and Australia, including over 7,400 pharmacies in Canada, representing 65% of all Canadian retail pharmacies.1Pharmapod also services a certified US retail online pharmacy, with fulfillment locations throughout the continental United States.

Pharmapod’s system was designed by pharmacists and consists of a comprehensive suite of electronic data capture tools to help clinicians not only document medication incidents, but also analyze clinical data. This allows knowledge to be shared nationally and internationally, enabling healthcare professionals to put procedures in place to reduce errors at a global level. That data is valuable not only to existing Pharmapod clients, but also to current and future pharmaceutical clients of Think. The footprint of Pharmapod is also expected to enhance Think’s ability to extend its digital referrals footprint.

The Transaction builds on the Company’s recent momentum and scale following previous acquisitions including Bio Pharma Services Inc., a leading global contract research organization.

Think CEO Sachin Aggarwal said, “Think is going through an exciting period of growth. We are driven to transform healthcare through digital health solutions and are scaling up to achieve our goal of creating change on a global level. We see great synergies with Pharmapod and are eager to increase our offerings to our growing network of international clinicians.”
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1Estimates from Pharmapod’s management team and total number of licensed pharmacies in Canada as reported by NAPRA.

Transaction Summary
Under the terms of the Business Purchase Agreement, the aggregate purchase price for the Transaction was approximately $1 million, which the Company satisfied on the date hereof (the “Closing Date”) by: (i) the payment of $350,000 to Pharmapod in cash; and (ii) the issuance of 307,145 common shares in the capital of Think (each a “Common Share”) to Pharmapod at a deemed price of $2.25 per Common Share, which is higher than the issue price of $2.23 per Common Share used in connection with the Company’s acquisition of Bio Pharma Services Inc. in September 2021.

Based on the most current annual contract value list for revenue, the revenue acquisition multiple is approximately 0.4x.

Pursuant to the Business Purchase Agreement, on the Closing Date Think and Think Research EU acquired assets of Pharmapod including, but not limited to, certain agreements with Pharmapod’s customers, intellectual property of Pharmapod, and the shares of Pharmapod’s Canadian and US operating subsidiaries. In connection with the Transaction, Think will assume any post-closing employment-related expenses of Pharmapod, in accordance with applicable law.

The Transaction is subject to acceptance of the TSX Venture Exchange (the “TSXV”) as an “expedited acquisition” in accordance with TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets.

The Common Shares issued pursuant to the Transaction are subject to a statutory resale restriction, which hold period will expire four months and one day from the Closing Date.
Each of Pharmapod and the receiver is an arm’s length party to the Company.

About Think Research Corporation
Think is an industry leader in delivering knowledge-based digital healthcare software solutions. The Company’s focused mission is to organize the world’s health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process, standardize care, and improve patient outcomes. For over a decade, Think’s cloud-based, EMR-agnostic digital tools have empowered clinicians around the world and positively impacted millions of patients across the continuum of care – including primary physician care, acute care hospitals and surgical suites as well as community and seniors care. Think is proud to serve as a trusted health system partner to a rapidly growing, global client base that spans five continents and more than 2,800 healthcare facilities.