VitalHub Corp. Announces Acquisition of S12 Solutions Ltd.
TORONTO, April 19, 2021 (GLOBE NEWSWIRE) — VITALHUB CORP. (TSXV: VHI) (the “Company” or “VitalHub”) is pleased to announce today that it has acquired (the “Acquisition”) S12 Solutions Ltd. (“S12 Solutions”). This is VitalHub’s 10th acquisition completed since 2017 and marks continued expansion into the growing mental health patient-care sector.
- S12 Solutions has a recurring revenue base of £1,550,000 (C$2,617,000) which represents almost all of its revenue and adds to VitalHub’s growing Annualized Contract Value (“ACV”) [footnote 1] base;
- For the first quarter ending March 31, 2021, S12 Solutions had an unaudited total revenue of approximately £282,800 (C$477,423) generating an unaudited EBITDA of £48,500 (C$81,878).
- VitalHub’s ACV, including the recently-announced acquisition of selected assets of Jayex Healthcare Ltd. and the acquisition of S12 Solutions, now stands at C$18,187,000 (excluding Q1 2021 organic growth which has not yet been reported);
- The Acquisition creates an opportunity to organically grow ACV through implementing S12 Solutions’ products into the existing VitalHub customer base globally; and
- S12 Solutions’ core platform has scaled to 70% penetration within NHS England over its almost four-year history, currently supporting 4,000+ AMHPs, s.12 doctors, and claim processors and has the opportunity to expand sales into Scotland, Wales, Northern Ireland and internationally.
S12 Solutions is a UK-based company, which helps mental health professionals efficiently complete Mental Health Act 1983 (“MHA”) processes. S12 Solutions is a digital platform, which connects Approved Mental Health Professionals (“AMHPs”) with approved section 12 (“s.12”) doctors for MHA assessments in England. AMHPs are able to find available, local doctors, create s.12 doctor claims, and both AMHPs and doctors can create, complete and share electronic statutory MHA forms.
S12 Solutions was founded in 2017 by Amy Manning, an AMHP and Best Interest Assessor, who had become frustrated with inefficient paper processes used to organize MHA assessment teams. S12 Solutions’ platform supports mental health crisis care pathway efficiency through timely access to the best available assessing team for service users, more assessment preparation time for AMHPs, and greater control over contact information and s.12 work for doctors.
“S12 is a powerful platform with enormous potential, addressing the remarkable need for health and social care systems to work together and gain access to registered professionals for urgent and time sensitive assessments of patients,” said Dan Matlow, CEO of VitalHub Corp. “The need to locate professionals during crisis situations continues to be an important factor in ensuring patients in need are supported by professionals best suited to their needs. S12 Solutions has developed a platform that enables best-in-class response, built with tremendous vision and understanding, resulting in a better solution than what currently exists. With VitalHub’s significant infrastructure and global footprint, we see a tremendous opportunity to leverage this technology, both in its application surrounding mental health, and toward disrupting other market verticals where we believe this technology can be impactful.”
Total closing consideration for the Acquisition, after net asset value adjustment, is approximately £3,980,000 (C$6,719,036) of which £3,580,000 (C$6,043,756) was paid in cash to the shareholders of S12 Solutions, subject to a 20% escrow for nine months and £400,000 (C$675,280) was paid with 229,144 common shares of VitalHub which will be released over a thirty-six (36) month period.
VitalHub has also agreed to certain additional cash payments up to a maximum of £2,000,000 pursuant to an earn-out clause triggered on achievement of certain business milestones of S12 Solutions in the following three-year period. S12 Solutions management, Amy Manning and Tim Webster, will continue to remain at the company to lead growth initiatives.
“We are delighted to join the VitalHub family and cannot wait to take S12 Solutions to the global market. Our goal has always been to support our health and social care partners as best we can and we feel this partnership will allow us to develop more products to help and support this incredible group,” Tim Webster, Operations Director.
“The journey from initially having the idea for this platform back in 2017, to developing, learning and undertaking spread and adoption work across England has been an amazing experience. We are so proud of our team’s work and the collaborative relationships we have built with our colleagues in health and social care across the country. Joining the VitalHub team represents an exciting opportunity for us to further strengthen our platform with new offerings that are attractive to the UK and internationally,” said Amy Manning.
Footnote 1 – Annualized Contract Value (“ACV”) is a non-IFRS measure. The Company defines ACV of recurring revenue as the contracted annual renewable software license fees and maintenance services.
ABOUT S12 SOLUTIONS LTD.
S12 Solutions was founded in 2017 to streamline inefficient manual processes used to organize MHA assessment teams. These processes often delayed assessments, and increased distress and risk for the person awaiting their assessment. Convinced technology could help, the founding team conducted research with AMHPs, s.12 doctors, and other stakeholders, before developing a platform that connected AMHPs with local, available s.12 doctors.
The platform has evolved with changing health and social care needs to become the only system able to provide MHA Assessment Team organization, Video Calling, Electronic Statutory MHA Forms, and s.12 doctor Claim Form creation, submission, and payment. The company supports 4,000+ AMHPs, s.12 doctors, and claim processors, with 70% of NHS England’s Mental Health Trusts represented on the platform.
Software for Health and Human Services providers designed to simplify the user experience & optimize outcomes.
VitalHub provides technology to Health and Human Services providers including; Hospitals, Regional Health Authorities, Mental Health, Long Term Care, Home Health, Community and Social Services. VitalHub solutions span the categories of Electronic Health Record (EHR), Case Management, Care Coordination, Patient Flow & Operational Visibility, and DOCit Mobile Apps.
The Company has a robust two-pronged growth strategy, targeting organic growth opportunities within its product suite, and pursuing an aggressive M&A plan. Currently, VitalHub serves 275+ clients across Canada, USA, UK, Australia, Qatar, and Latvia. VitalHub is based in Toronto, Canada, with an offshore development hub in Sri Lanka. The Company is publicly traded on the TSX Venture Exchange under the symbol “VHI”.
Chief Executive Officer, Director
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position.
The forward-looking information in this news release includes reference to disclosure about the terms of the Acquisition and about S12 Solutions. VitalHub made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of VitalHub and S12 Solutions to execute and achieve its business objectives, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of VitalHub and S12 Solutions to successfully integrate operations; reliance on key and qualified personnel; and regulatory and other risks associated with the medical and technology industries in general. The foregoing list of material risk factors and assumptions is not exhaustive.
VitalHub assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.