Acquisitions of InfoTech and CoreHealth Position Company for Global Leadership in Digital Health

  • Integration of InfoTech moving forward with additional opportunities for expansion being identified
  • CoreHealth acquisition closed on August 6, 2021 – platform significantly expands Carebook's global footprint
  • Over 3.5 million license holders now being served by Carebook family of digital solutions
  • Product expansion in pharmacy vertical continues as Caregiver Solution launched; Medication Adherence Solution to follow
  • Successful close of $11.3 million financing
  • Growth, both organic and through M&A, to fuel expansion of the Company

MONTREAL, Aug. 19, 2021 /CNW Telbec/ - Carebook Technologies Inc. ("Carebook" or the "Company") (TSXV: CRBK) (OTCPK: CRBKF) (XETR: PMM1), a leading Canadian provider of innovative digital health and virtual care solutions for pharmacies, employers and insurers, today announced results for its second quarter ended June 30, 2021.

Carebook Technologies Inc. Logo (CNW Group/Carebook Technologies Inc.)

"Our second quarter was a landmark quarter for our Company," commented Pascale Audette, CEO of Carebook. "It began with the closing of our acquisition of InfoTech and ended with the announcement of our definitive agreement to acquire CoreHealth. These two acquisitions, along with our leading pharmacy solution, position our company to take a leadership position in digital health on a global scale and deliver on our stated objective to be the connector to a new model of healthcare by building out our pharmacy solution and by entering the employer and insurance markets. Through an expanded global client base, we are now serving over 3.5 million license holders around the world with our digital solutions. These acquisitions provide Carebook with significant opportunities for growth given our capability to now offer a wider range of best-in-class products and the ability to integrate and co-sell solutions making our clients more competitive."

Business Highlights:

  • Pharmacy Vertical:
    • Caregiver Solution launched
      • On June 9, 2021, Carebook announced that its newly developed Caregiver Solution was available on its Pharmacy platform. The caregiver feature is integrated into an all-in-one, 360-degree experience that includes medication management, loyalty and rewards integration, health and wellness, communication (push notifications), e-commerce integration, and more. For their people-in-care, caregivers will have the ability to fill, refill, and renew prescriptions, log and track health information, view metrics, and encourage adherence.
    • Medication Adherence Solution moves into testing phase
      • It is estimated that among patients with chronic illness, approximately 50% do not take medications as prescribed. The cost of medication non-adherence has increased substantially and is now estimated to range from $5,000 to $52,000 (2015 US$)1 per person per year. With a patient-centered, pharmacist-friendly approach, Carebook is evolving its digital solution to improve medication adherence. It targets the most common barriers to adherence including low trust in the efficacy or necessity of the medication, forgetfulness, side effects, and more. The Medication Adherence Solution will offer users the ability to set reminders, track their symptoms, side effects and adherence score, as well as to share results with their healthcare team. The solution is moving into the testing phase and will be offered as part of Carebook's Pharmacy Solution in late 2021.
    • Co-selling Partnership with Microsoft Commercial Marketplace
      • Carebook's Digital Pharmacy Platform is now available on Microsoft's Commercial Marketplace. The Microsoft Commercial Marketplace provides companies with unparalleled exposure to four million monthly active users who shop on the site. With this listing, Carebook's Pharmacy Solution will be available for purchase and marketed through Microsoft's global sales and partner ecosystem channels. This co-selling partnership has already resulted in doors being opened to multiple Fortune 500 companies.

  • Employer Vertical:
  • On April 6, 2021, Carebook announced the closing of its acquisition of InfoTech Inc., doing business as Wellness Checkpoint® ("InfoTech"). This transaction marked Carebook's initial entry into the $37B employer market2. InfoTech is a recognized global leader in health and productivity risk management. InfoTech's proprietary software platform Wellness Checkpoint, IP and metrics are supported by advanced analytics and focus on employees' physical health, mental health and well-being, and their impact on work and business effectiveness. Their clients are a mix of direct clients, typically multinational companies, including several in the Fortune 500 and partners/resellers who incorporate the product into their corporate and consumer offerings.

    Since the closing of the acquisition, Carebook has been working closely with the InfoTech team to optimize potential growth opportunities for the combined companies focusing on InfoTech's global footprint and exceptionally strong relationship with its customer base and Carebook's highly engaging, customer-centric digital solutions.

    Carebook and InfoTech are currently moving into the second integration phase focussing on closer collaboration, creating dotted lines for reporting to increase accountability, and speeding up transformation where needed.

    Three Important Multi-Year Contracts Recently Signed: In July 2021, InfoTech signed three important multi-year contracts with multinational corporations. The first, with a leading power-management company, is a multi-year renewal that has expanded the services contracted to include Wellness Checkpoint's new Well-Being@Work™ suite of modules. The second agreement is a multi-year renewal that includes an expansion to their cornerstone client's global offices and reinforces the multi-language capabilities of the Wellness Checkpoint platform as an attractive market differentiator for multinational companies. The third is a multi-year Master Software as a Service Agreement (MSaaS) with a new client, a leading provider of business information services around the globe.

  • Acquisition of CoreHealth:

On June 29, 2021, Carebook announced that it had entered into a share purchase agreement for the acquisition of CoreHealth. On August 6, 2021, the acquisition was completed. CoreHealth's leading platform powers health and wellness programs for corporate wellness companies, major insurers, human resources consulting firms, employee assistance program providers, health systems, population health management providers, group benefits brokers, health coaching providers and large employers. Carebook agreed to pay a base purchase price of $9.0 million on a cash free and debt free basis, subject to customary post-closing adjustments.

Based in Kelowna, British Columbia, CoreHealth has been providing its all-in-one platform that brings an organization's corporate wellness program into one place for more than 15 years. Its leading technology is flexible, configurable, and scalable and is highly desirable due to its ability to engage participants. Health and wellness providers use the CoreHealth platform to deliver their programs to the users.

This immediately accretive acquisition provides Carebook with multiple benefits, including:

    • Over $3.0 million in annualized revenue
    • Ownership of strategically significant technology
    • A premier customer base that includes over two million license holders worldwide

  • Carebook myVitals Scan Technology: In response to the evolving COVID-19 pandemic, Carebook developed an easy-to-use, accessible smartphone app known as "Carebook myVitals" that uses cutting-edge technology (remote photoplethysmography) through a smartphone to provide a powerful app that measures heart rate and oxygen saturation alongside a symptoms checker. Carebook is now developing additional uses for its scanning technology that can be marketed outside of the context of COVID-19. This includes prototyping and validating use cases for the pharmacy vertical by offering pharmacists the ability to capture patient's vitals such as tracking blood pressure, heart rate and oxygen saturation when optimizing medications for high blood pressure and other chronic diseases.

  • $11.3M Equity Offering:

On August 5, 2021, the Company completed a brokered private placement (the "Offering") of units of the Company (the "Units"). A total of 11,280,000 Units were sold at a price of $1.00, for aggregate gross proceeds to the Company of $11,280,000. Each Unit consisted of one common share in the capital of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant of the Company (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $1.47 per Common Share for a period of 24 months from issuance. The net proceeds of the Offering were used to finance Carebook's acquisition of CoreHealth, as well as to partially repay indebtedness. The balance of the proceeds will be used for general corporate and working capital purposes.

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1.

Source: Cutler RL, Fernandez-Llimos F, Frommer M, et al 2015

2.

Source: Grand View Research, Corporate Wellness Market Size, February 2020

Selected Audited Financial Highlights:

Please see SEDAR (www.sedar.com) for complete copies of Carebook's consolidated financial statements and MD&A for the quarter and six-month period ended June 30, 2021. All figures below are in C$000s, other than share/per share figures.

Revenue for the three months ended June 30, 2021 was $1,139, compared to $857 for the three months ended June 30, 2020, an increase of $281 or 32.7% which is driven by the acquisition of InfoTech. In 2020, Carebook's total revenue was driven almost entirely by the pharmacy vertical, but the acquisition of InfoTech in the second quarter of 2021 marks the Company's first revenues from the employer vertical.

Total comprehensive loss was $2,425 for the three months ended June 30, 2021, compared to a loss of $2,910 for the three months ended June 30, 2020, an improvement of $484. During the second quarter of 2020, the Company recorded $2,113 of stock-based compensation expense. This was partially offset by a grant totaling $415 during the same period, but it contributed to the elevated net loss for the period. In the second quarter of 2021, Carebook added the operating costs of InfoTech and there were non-routine transactions related to M&A and financing, but the overall impact was slightly offset by the acquired revenue during the period. 

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About Carebook Technologies

Our core is science. Our solutions are accessible. Our mission is to empower people.

Carebook's family of powerful, highly engaging, customer centric digital solutions empower pharmacies, employers, and insurers to enable their customers, employees, and insurees to take control of their health journeys, every step of the way. Carebook is the connector to a new model of healthcare and currently serves over 3.5 million license holders around the world. Based in Montreal and led by a world-class team and board with extensive global business and healthcare industry experience, Carebook's core is science and technology, its philosophy is people-first, and its goal is accessible, connected health for everyone. On April 6, 2021, Carebook completed the acquisition of InfoTech Inc., doing business as Wellness Checkpoint®. InfoTech is a recognized global leader in health and productivity risk management. InfoTech's proprietary software platform Wellness Checkpoint, IP and metrics are supported by advanced analytics and focus on employees' physical health, mental health and well-being, and their impact on work and business effectiveness. On August 6, 2021, Carebook completed the acquisition of CoreHealth. CoreHealth's industry leading platform powers health and wellness programs for corporate wellness companies, major insurers, human resources consulting firms, employee assistance program providers, health systems, population health management providers, group benefit brokers, health coaching providers and large employers. Carebook's shares trade on the TSXV under the symbol "CRBK" and the Company's shares also trade on the OTC Markets under the symbol CRBKF and Frankfurt Stock Exchange under the symbol PMM1.

www.carebook.com 

Notice regarding forward-looking statements:

This release includes forward-looking information within the meaning of Canadian securities laws regarding Carebook, its subsidiaries and their business, including regarding the potential synergies from the acquisitions of InfoTech and CoreHealth, and the potential growth prospects of Carebook, its subsidiaries and their products and technologies. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of Carebook and are based on assumptions and subject to risks and uncertainties. Although the management of Carebook believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including economic factors, management's ability to manage and to operate the business of Carebook, management's ability to successfully integrate the Company's completed acquisitions and to realize the synergies of such acquisitions, management's ability to successfully complete product studies, the equity markets generally and risks associated with growth and competition, as well as the risk factors identified in the Company's management's discussion and analysis for the year ended December 31, 2020 and described under the heading "Item 21 – Risk Factors" in the Listing Application of the Company dated September 28, 2020, each of which can be found on SEDAR under the Company's profile at www.sedar.com. Although Carebook has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Carebook does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. In addition, the current situation and future developments with respect to the COVID-19 pandemic could cause certain of the assumptions and information set forth herein or the fact that on which such assumptions are based to differ materially from previous expectations including in respect of demand for our products, supply chain and availability of materials, mobility and shipping of materials and or products, access to debt and equity capital and other factors.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Carebook Technologies Inc.

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