Think Research Corp has agreed to acquire Clinic 360, a Toronto-based provider of cosmetic and elective surgery services. Think Research will pay C$250,000 and issue about 1.2 million common shares to Clinic 360. Toronto-based Think Research, a digital healthcare solutions provider, is backed by Fidelity Investments Canada, iGan Partners, Lumira Ventures, Kayne Partners and other investors.
Think Research Corporation Enters into Definitive Agreement with Elective Surgery Centre, Clinic 360 Inc.
TORONTO, Jan. 4, 2021 /CNW/ – Think Research Corporation (TSXV: THNK) (the “Company” or “TRC”), a company focused on transforming healthcare through integrated patient and clinician solutions, is pleased to announce that it has entered into a definitive agreement to acquire all of the issued and outstanding shares of Clinic 360 Inc. (“Clinic 360”), an innovator and leader in the fields of cosmetic surgery and elective surgery, in exchange for cash and shares of TRC (the “Transaction”).
Clinic 360 currently works with over a dozen specialists and surgeons, and maintains two highly equipped surgical operating rooms and related recovery and consultation suites. The Transaction builds on the previously announced acquisition by TRC of Healthcare Plus, continuing to grow the TRC network of primary care and specialist clinics to showcase its digital health services, including evidence-based clinical content, virtual care and e-referrals.
“This transaction represents an opportunity for TRC to add surgical specialist services to our network. Clinic 360 will be a consumer of TRC’s suite of clinical software tools as we continue to refine the integrated digital healthcare experience,” said Sachin Aggarwal, Chief Executive Officer of the Company. “We remain focused on organic and non-organic acquisition opportunities in digital health technologies and clinical services to improve our speed and ability to test, learn and scale our solutions, while driving long term shareholder value.”
The Transaction represents a meaningful and immediate contributor of revenue and accretive profit. As of December 31, 2020, Clinic 360 generated trailing twelve month revenue of approximately $3.9 million (unaudited) and EBITDA of approximately $0.8mm (unaudited).
Consideration for the Transaction will consist of: (a) a cash payment of $250,000; and (b) the issuance of a total of 1,182,795 Common Shares, subject to working capital and other adjustments on closing.
The Transaction is expected to close in the first quarter of 2021.
The Transaction is subject to customary closing conditions, including approval from the TSX Venture Exchange (the “TSXV”) as an “expedited acquisition” in accordance with Policy 5.3 of the TSXV.
On closing, a finder’s fee will be paid by the Company in value of Common Shares to Baker Tilly Vaughan Valuations Inc.
Clinic 360 and its shareholders are each arm’s length parties to the Company.
All dollar amounts are in Canadian dollars.
About Think Research Corporation
Think Research is an industry leader in delivering integrated digital healthcare 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, TRC’s cloud-based, EMR-agnostic digital tools have empowered clinicians around the world and impacted millions of patients across the continuum of care – from acute to primary, community and seniors care. The Company is proud to serve as a trusted health system partner to a rapidly growing global client base that spans three continents and more than 2,200 healthcare facilities.
For further information: Genevieve Tomney, VP, Communications & Investor Relations, Think Research Corporation, Direct: 416.460.5784, firstname.lastname@example.org