Proceeds will be used to close previously announced acquisition and for working capital
MONTREAL, March 29, 2021 /CNW/ - Carebook Technologies Inc. ("Carebook" or the "Company") (TSXV: CRBK); (OTCPK: CRBKF); (XETR: PMM1), a leading Canadian digital health company offering innovative digital health and virtual care solutions for pharmacies, employers and insurers, is pleased to announce that they have reached an agreement in principle for an C$11 million debt financing with a leading Schedule 1 Canadian bank (the "Financing"), consisting of a C$7 million revolving term facility and a C$4 million non-revolving term loan facility. The purpose of the Financing will be to finance the cash component of the previously announced acquisition of a North American based, industry-leading B2B enterprise Software-as-a-Service ("SaaS") company ("TargetCo") and related transaction costs, and to support Carebook's day-to-day operations and general working capital.
TargetCo's proprietary software platform, IP and metrics are supported by advanced analytics and focus on corporate health, mental health & well-being. This will be highly complementary to Carebook's current offering and once the transaction is closed, will mark Carebook's initial entry into the very sizeable employer market. Carebook's interest in TargetCo is based on its industry-leading reputation, the robust nature of its product and software platform, strong management team and its blue-chip client base. TargetCo's 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 reaching close to one million employees. TargetCo's significant international client base will contribute to the growth of Carebook's global footprint.
"We are extremely pleased that the financing has been arranged and we are now in the final stages of closing this important acquisition," commented Pascale Audette, CEO of Carebook. "Combining TargetCo's global and dynamic operations with those of Carebook will allow us to leverage TargetCo's leading software platform and blue-chip customer base with Carebook's core engagement platform. The combination of Carebook's wellness and virtual care platform with TargetCo's corporate health and well-being expertise will drive significant revenue opportunities. In fact, TargetCo has identified several opportunities that we believe will accelerate its growth over the next twelve months. This acquisition is expected to position Carebook for overall growth on a global basis in the pharmacy, employer and insurance verticals."
The closing of the Financing is subject to finalization of the definitive credit agreement and related documents as well as the fulfillment of a number of conditions, including the closing of the acquisition of TargetCo, which is expected to close within the next two weeks, subject to finalization of documentation, the completion of the Financing and other customary conditions. The Financing will be secured by a first-ranking security interest in all of the present and future tangible and intangible property and assets of the Company and its subsidiaries and will be subject to other terms and covenants to be described in a subsequent news release to be issued upon closing of the Financing. In connection with the Financing, it is anticipated that, subject to acceptance by the TSXV, the lender will be issued Carebook warrants with a maturity date that is one year from the closing date of the Financing. Each such warrant will entitle the lender to purchase one common share of Carebook at an exercise price calculated in accordance with the policies of the TSXV. The issuance of the warrants to the lender is subject to prior approval of the TSXV.
About Carebook Technologies
Our core is science. Our solutions are accessible. Our mission is to empower people.
Built on a powerful health platform, Carebook creates highly engaging, customer-centric digital solutions for pharmacies, insurance providers, individuals, governments and employers. 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. Carebook recently listed on the TSX Venture exchange under the symbol "CRBK" and trades on the OTC Markets under the symbol CRBKF and Frankfurt Stock Exchange under the symbol PMM1.
Notice regarding forward-looking statements:
This release includes forward-looking information within the meaning of Canadian securities laws regarding Carebook and its business, including, but not limited to, statements regarding the Company's expectations regarding the closing of the Financing and the advance and availability of funds thereunder (and the timing thereof), the completion of the acquisition of TargetCo (and the timing thereof), the amount, terms and covenants of the Financing, the intended purpose of the proceeds of the Financing, and management's expectations regarding the impact of the Financing and the acquisition of TargetCo on the Company and its future. 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 risks and uncertainties regarding the ability to finalize the documentation, terms and conditions precedent necessary for the closing of the Financing and the acquisition of TargetCo, failure to obtain regulatory approvals, the termination of contracts by clients, economic factors, management's ability to manage and to operate the business of Carebook, the equity markets generally and risks associated with growth and competition. 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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