Welcome to the WELL Health Technologies Corporation webinar to discuss the announced acquisition of CRH Medical. My name is Pardeep Sangha, Vice President, Corporate Strategy & Investor Relations. Joining me on the call today are Hamed Shahbazi, Chairman and CEO, and Eva Fong, the company CFO. Please note this conference is being recorded. All participants are in listen only mode. Later on, we'll have a question and answer session limited to analysts only. Subjects of today's call other than financial performance include forward-looking statements. Give me a second here. Is it sharing now? Yes, it is. We can see it perfectly. Okay. If you could go to the first slide, that'd be great. Just to insert the forward-looking statements, these are made under the safe harbor provisions of those laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic, and competitive uncertainties and contingencies. We provide forward-looking statements solely for the purpose of providing information about management's current expectations of plans relating to the future. We don't undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions, assumptions, or circumstances on which such statements are based, except if required by law. With that, let me turn the call over to Hamed Shahbazi, Chairman and CEO of WELL Health Technologies. Hamed? Thank you, Pardeep. Thank you to all the shareholders and capital markets participants who have joined the call today. We have an analyst-only question and answer period and of course, other folks who can listen in. We're fortunate to have a number of great analysts on the story, I think 11 or 12 at this point in time. We're just delighted to share this news with all of you. This is something we've been working on for quite some time. As you may have heard from me before, what we look for in a great acquisition as a capital allocator, we look for opportunities that are accretive across three vectors: financial accretion, strategic accretion, and cultural accretion. I have to say, this opportunity has all three in spades. I'll start with the cultural. The team at MyHealth is truly a remarkable team, and we really feel grateful and fortunate to be able to work with them. We've had a fantastic process. As you know, these processes can be quite substantial and challenging over time, and the collaboration was fantastic. On the strategic side of things, this deal makes WELL the largest owner/operator of outpatient medical clinics in Canada, and that is really quite notable. We're really quite excited to share that news. That's a combination of clinics, obviously, with our large British Columbia core clinics where we started our journey and of course, the clinics that we own in Quebec and now, of course MyHealth's 48 locations, which are mostly focused on specialty care and diagnostics. MyHealth is a unique asset. This is a platform that has been really bringing together a number of these, again, specialty clinics, specialty practitioners, and diagnostics, and creating a real tech-enabled future-leaning and -focused business. Telehealth is being used extensively. About 75% of all of the visits are being done through telehealth. When we combine the telehealth businesses that WELL is involved with, as you may know, we own multiple platforms and a substantial patient services business. When you combine that with MyHealth, you really get what we, based on our research, believe to be the leading multidisciplinary telehealth service provider in Canada. The third vector being financial is something that, again, we're very pleased to share with you today. MyHealth has phenomenal numbers. As noted in our press release today, this is a healthcare powerhouse that has been growing at 40% revenue EBITDA compound annual growth and completed 25 acquisitions, 32 clinics over the past eight years and has also experienced 15% organic growth, which is quite an outlier in this area of business. The sort of QoE pro forma revenues that is expected in 2021 for the asset is roughly CAD 100 million at around a 20% EBITDA margin. When you start to compare that with what WELL was before, which is approaching CAD 300 million in substantial EBITDA run rate, we start to get close to numbers around CAD 400 million in revenue and around CAD 100 million in EBITDA. When you look at the actual per share accretion, you'll see that on a per share basis, revenue accretion that we're experiencing is 28% and EBITDA is at 23%. We think these numbers will improve over time as they have in previous situations. Again, I think this, combined with some of the other things that we're doing as a company, just continue to demonstrate the capital allocation prowess of the company. We are paying roughly about 10x upfront normalized EV to EBITDA. This multiple will compress over time as the team meets the earn-out, the four-year earn-out that we have in all-in multiple based on meaning the full earn-out would imply closer to about a 6.5x multiple. That's not easy to do, but we have all the faith in the world in this team. They're truly a talented group, and we're going to obviously be doing everything in our power to help them meet that earn-out. Next slide, please, Pardeep. I've already mentioned a couple of these things anyway. I'll just walk through some of the other key things. We are paying CAD 206 million upfront and a CAD 50 million earn-out over four years. Again, if that earn-out is reached, which we hope it does, it implies that we've had a phenomenal result here all in. We are issuing equity at a substantial premium at CAD 9.80. A big part of the purchase price is being paid in equity. We are also very fortunate to be supported by the Royal Bank of Canada and a syndicate of five additional banks who are providing us with CAD 82 million of immediate drawdown on close to support this acquisition. It should be noted that we are not providing any additional collateral other than the MyHealth asset in obtaining this debt. That's a fantastic result for WELL, given that there's no cross guarantees or no security perimeter beyond MyHealth. This is similar to what you saw with what we did with CRH, where we have the $300 million U.S. JPMorgan line that exclusively sits on top of the CRH asset and does not have exposure to the other areas of WELL. This essentially means that outside of the MyHealth and CRH security perimeters or business units, WELL is completely unlevered to all the other EBITDA, all the other assets in the WELL family do not have any leverage. Those banks are providing us with very strong additional committed capital and accordion capability for us to grow for many years with MyHealth. We're very excited about that support that we're receiving. You'll be hearing more about that over time. I want to draw to attention the technology leadership that we believe is really coming with this asset, and we believe that a big part of what makes MyHealth be able to deliver these fantastic results is, obviously, the strength of their management team, but also their use of technology. This is an extensive tech-enabled asset. They have their own IP. They have a whole digital toolkit. They have a very sophisticated business intelligence process that they've used. At every chance that they could, they have leveraged software and workflow to improve the patient experience and to empower practitioners, which is really big for us. A big part of WELL is practitioner empowerment, and practically everything we do is in some way, shape, or form related to practitioner empowerment and enablement. What's really unique about this asset is during the pandemic, obviously during the lockdowns, initial lockdowns, where physical distancing didn't allow some of these medical consultations to take place, there was obviously a reduction in revenue. As those lockdowns wore off, the revenue came back extremely quickly, it was very resilient, and a real culture of telehealth was born. Now 75% of all medical consultations performed in the MyHealth family are done through telehealth, and this was very notable for us. Again, lots of credit is owed to the team there for not only pivoting but really embracing this and becoming a leader in this area. They have really created an integrated clicks and bricks approach and used their outpatient clinic model to deliver timely results, which we believe really has driven the underlying value, intrinsic value of this company. If you look at this company, it has something like 1,400 or 1,500 Google reviews. I think that's actually on the next slide. We'll get there in a second. The timeliness and service delivery, I'm sure has saved lives, but has also really served to improve the intrinsic value of this business. We see significant digital enablement and cross-collaboration between us, and we'll talk a little bit more about that later. We are talking about a very profitable asset with strong EBITDA margins. It should be noted, again, that the company has been a very successful capital allocator, and the average ROI of 42% is pretty remarkable. We looked at every deal that the company has done, and I think all but one of them experienced substantial organic growth. In fact, that's really remarkable in this business. Next slide, please. I'll pass this one over to Eva, our CFO. Thank you, Hamed. As Hamed has pointed out earlier, WELL has entered into an agreement to purchase all the issued and outstanding shares of MyHealth Partners for a transaction value of CAD 206.3 million, plus a future conditional earn-out of up to CAD 60 million for a total transaction value of CAD 266.3 million. This transaction is fully funded through a combination of cash, shares, vendor take back, and future earn-out as follows. Number one, we're going to issue 9.6 million common shares in the capital of the company, representing about CAD 94.3 million to be issued on the closing date at a deemed price of CAD 9.80 per share, which is a 38.1% premium to the five-day volume-weighted average trading price of the company's common shares on the TSX, which are preceding today's announcement, which is approximately CAD 7.10 per share. These shares will be subject to a certain volume-based voluntary resale restriction. Number two, there's going to be a cash of about CAD 82 million to be paid on the closing date, subject to customary closing adjustments. The cash is provided by a new senior debt credit facility that I mentioned earlier, which was to be provided by a syndicate of banks led by The Royal Bank of Canada. It will be leveraging explicitly the collateral of MyHealth assets itself. Number three, there will be a vendor take back in the principal amount of CAD 30 million by WELL, payable in three CAD 10 million tranches on the third, sixth, and ninth months following the closing date of the transaction. It will be repayable in cash, WELL common shares, or a combination of both at WELL's discretion. Lastly, there's going to be a four-year performance-based earn-out of up to CAD 60 million payable in cash, WELL common shares, or a combination of both at WELL's discretion. The performance-based earn-out is driven by maintaining and enhancing the company's profitability. Currently, WELL has about CAD 60 million cash on the balance sheet. With the strong strategic support of the banking partners and the vendors, we are not deploying any cash from treasury for this transaction, as we'll be using the new RBC senior credit facility. We'll continue to have a strong balance sheet to execute on additional acquisition opportunities in our current M&A pipeline. I'll now turn the call back to Hamed. Thank you, Eva. Very helpful. Next slide, please. I've already referred to some of this, but I'll just point at the Google reviews I was just referencing. There's been 1,650+ Google reviews at an average rating of 4.4, which really goes to show just how well-liked and extensive this asset has been in terms of serving patients and really driving value, tangible delivery benefits to patients, which I think is a really tough thing to do. A lot of people talk about it. Trustpilot rating of 4.6, lots of visits to the website using a lot of these sort of digital patient engagement tools. You'll note that the company has obtained quite a few awards and accolades for many years. It's been one of the best managed companies, Canada's Best Managed Companies for a number of years, and great place to work, and so on and so forth. That's not by accident. You don't see these types of growth figures, these types of success, and these types of reviews, without all that coming together with great management. The company's led by Suresh Reddy then, really remarkable leader. Chief Medical Officer is Marc Freeman. You've got a very strong group there as well. Paul, the Chief Cardiology Officer, Dina, the Operations leader. Their names should be up there as well. Really great leadership and phenomenal group of medical directors, tenured and focused and influential in their business. This is a business that does have a large exposure to cardiology, but also has exposure to other specialty areas, bone and muscle health, women's health, cancer diagnostics. What's really, again, quite, I think special about the asset is just the integrated approach between telehealth, the practitioner consultations, and the diagnostic network. We do have 600+ healthcare providers outside of the physicians. Including physicians, we have 760+ healthcare professionals and clinicians supporting over 500,000 patient visits a year. Next slide, please. We've already covered some of this information. I think I'll just point to the growth engine that this business has and the referral network is probably the two points that I hadn't covered just yet. Substantial 10,000+ referral network, 15% in-house referral percentage of revenue. You have again, 33 clinics acquired, 25 individual acquisition transactions, but a substantial pipeline of targets available. The company is very good at what it does. It does a lot of research before it acts. The multiples that it has been paying has been very reasonable. Its five-year growth, again, 40% growth, five-year EBITDA growth 40%, and five-year organic growth at 15%, which is, again, I know I mentioned this before, but there's is as we mentioned. Next slide, please. Again, we've talked a little bit about this before, but what separates MyHealth from the pack and this unique performance that they've had is also the embrace of technology and the sophistication in which that they are delivering their services. I'll just say overall, before diving into this, one of the things that we see out there talking to a lot of clinics and looking at a lot of clinic platforms, one of the first areas that we're exposed to is how they protect their data. That's not on this slide, but in our early interactions with the business, what we found is that they really took data protection and cybersecurity very seriously. That really piqued our ears because that's, again, a level of sophistication that we only really see with tech-enabled clinics and platforms. Whether it's the telehealth or the actual patient portals and mobile app development that they've done, again, they have some of their own IP in this regard, but just use of tools. They have extensively used third-party tools, integrated those tools, created a cohesive workflow that has really worked and driven value to their patient population and supported and enabled their practitioners. I think that the work that they've done in their BI, in their business intelligence, is again, truly indicative of that sophistication. That was one of the other main findings of ours. The brands that they operate under, with their telemedicine, their telecardiology, and their teleradiology brands are My Doctor Now, CardiologyNow, RadiologyNow. We think this is a very useful extension. We're studying the idea of potentially extending this branding out to other aspects of the WELL ecosystem. That may be a topic of conversation on this call or later. Next slide, please. We wanted to also shine a bit of a light on WELL's capital allocation results. We are a capital allocator. We live and die by that. We are very disciplined, and we haven't talked a lot about how we create value. I think this is another example of how WELL is growing, not just as a business, but growing on a per-share basis, which is, I think, often what you miss with a lot of public company CEOs, management teams, boards. They don't talk a lot about the growth that they're experiencing on a per-share basis, which ultimately the shareholder, that is probably one of the only metrics that really matters to you. You increased your revenue. Did you increase it on a per-share basis? Because if ostensibly and conceivably you are issuing shares in order to increase the numerator, the revenue or EBITDA, we always have to consider the denominator. The per-share growth, the expected run rate per-share growth performer for MyHealth is 250%+, and on the EBITDA line is 650%+. That is pretty remarkable, and if you look at our trailing 12 months per-share trajectory, it's nothing short of a picture of beauty. This is something that you're going to see us tell this story more often because that discipline with which we're allocating capital, all those announcements that you see, they're part of a comprehensive value creation strategy that we really believe we're delivering for shareholders on, and we are going to be very intentional about furthering this story for you. Next slide, please. We talked a lot about capital allocation. We saw this with CRH. We were attracted to CRH because of the discipline and the predictability and just how you know how strong that capital allocation program was. I would really say the same about MyHealth. The difference with MyHealth, I think, has been just how successful they have been to activate organic growth after completing the acquisition. If you look at that seven-step scale in the capital allocation program, obviously you've got your universe of opportunities and the company negotiates fair multiples of EBITDA. I think what's really unique about the weighted average acquisition multiple that we found is that on a pre-transaction, they're paying 6.1x. If you measure that based on the organic growth they're seeing, almost categorically, very quickly after the acquisitions are completed, they're essentially experiencing a 2.4x multiple. These are numbers that you just don't see. To experience those types of numbers with, again, the consistency, predictability that this management team has been able to execute, we think is nothing short of truly impressive. What they're doing there is they're implementing a MyHealth protocol. That is a number of things that they do immediately post acquiring a clinic. They've already done their research, so they already know exactly what they're going to do in terms of the enhancements that they're going to make. That typically results in them providing a number of additional diagnostic services that weren't there before. Going into markets and creating more capability, more serviceability of that market. A lot of market study goes into how MyHealth thinks and operates, and we are really excited about supporting them. Our view is that we'd like to continue to see MyHealth allocate capital. I think our overall business plan calls for at least CAD 20 million a year over some time. Again, with the kind of track record this management team sees, we're very happy to get behind them and not only with our balance sheet, but also obviously with our technology IP and portfolio and help them further those gains even more. Next slide, please. Which was the last slide. With that, Pardeep, I believe you had received some questions from our analyst community. Do you want to present those questions and we can go through them? Yeah, for sure. Thank you all, and thank you, Hamed. Once again, I just want to mention the questions are limited to analysts on this call. We do have a question from David Kwan of TD Securities. David's question is: what does MyHealth balance sheet look like? Do they have any existing debt, and if so, can you provide details? The CAD 82 million of cash that we have drawn down with Royal Bank and are providing on close is inclusive of the debt that the company carries. Outside of that, the company does not have any debt. The line of credit that we have, the committed line of credit that we have is well over CAD 100 million, and then there's an accordion capacity beyond that. We have ample room to support the growth of the business. A follow-up question from David Kwan at TD Securities. Was this a competitive bidding situation? Can you comment on how you landed this opportunity? The company is represented by Deloitte, and they're a professional company and with professional advisors, and they undertook a rigorous and professional process. I believe that involves understanding what's out there in the marketplace, and I'm sure that involved a number of different bids, and we don't have, obviously, too much visibility on exactly what they experienced during that bidding process. Suffice it to say that they held a rigorous process, and we feel fortunate to have been in a position that we are to work with MyHealth. A question from Colin Healey of Haywood Securities. MyHealth margins are at 20%, they're very strong for a physical clinics operator. What is driving the high margin? Is the margin advantage largely a function of the sales mix at MyHealth? I think that you're absolutely right, Colin. It is a unique margin that we're seeing, and I do believe that is the case, given the mix of primary, secondary, and diagnostics. That unique integrated platform is what's generating these types of margins. We studied that pretty extensively, and we don't see any structural issues with that. We in fact think that they could grow from here. A follow-up from Colin Healey. On the vendor take back specifically, understanding that it can be paid in shares or cash, in shares, will those be issued at market, or is there some similar embedded premium to the market on the shares? Yeah. At the three, six, and nine month points, we have CAD 10 million repeat obligations either in cash or we can convert to a five-day VWAP market price. It is at market price? Correct. Right. Gabriel Leung, Beacon Securities. MyHealth appears to be a very profitable operation, so I'm curious to find out what initiatives you have going forward to prioritize to drive further revenue and market expansion. What are the synergies between MyHealth and WELL? Yeah. We're excited about this. WELL and MyHealth already work together on technology initiatives on multiple fronts. In fact, MyHealth does have usage of our OSCAR platform. They also are leveraging some of the tools in our Intrahealth portfolio. We believe that we can build on this, given our substantial portfolio of IP and all the investments that we've made. We look forward to deepening and furthering those. Particularly, I would say, again, anything that's really helping activate better experiences for practitioners, given just how many practitioners do work at MyHealth and deliver care. Follow-up question from Gabriel Leung of Beacon Securities. Now that WELL has one of the largest publicly insured outpatient clinic networks in Canada, is there an appetite to broaden your reach in the private pay or enterprise market? Yeah. WELL already plays in this market, albeit not as much. Our recent acquisition of ExecHealth in Ottawa was reflective of this, as was our acquisition of ExcelleMD in Quebec. Yes, it is a smaller business for WELL right now as compared to other segments. This has been a hotter area, and so we are disciplined in terms of our capital allocation focus. We think it'd be great to grow in this area. If we find great opportunities, we may engage. We also think that there's other areas that we can grow, whether it's here in Canada, in the U.S. or our ambitions to be a truly international digital health company. We're now starting to look at the four corners of the world for opportunities for growth. Next, I have a question from Daniel Rosenberg from Paradigm Capital. First question is, are there any technology synergies in terms of MyHealth who are already on the EMR platform? Is there a plan in terms of ingrained technology platforms, telehealth platform, the current offering Tia Health or VirtuClinic, WELL can collaborate on that? There are lots of opportunities for us to collaborate, given the large base of clinicians, and healthcare professionals at MyHealth. We believe that it should be our first focus to help them. I think, again, we have a range of practitioner empowerment tools and capabilities. A focus for me, I think, is just the cardiology platform, because you have an extensive cardiology network and cardiology physicians, and their usage of tools in providing telecardiology services, I think that could be a very interesting area. We've got some irons in the fire there. What's great about MyHealth is that they have been tech forward and tech leading, and they have a team that can engage with us to really catalyze this in a big way. Those conversations will really start to gain speed now as we are now through this important phase of finding a way to bring the companies together. Undoubtedly with WELL's growing asset base and capabilities base, there will be lots of opportunity out there. Follow-up question from Daniel Rosenberg. How will MyHealth operate in conjunction with their current other Quebec and Ontario clinics? Today, MyHealth will operate as its own business unit and will not have connectivity from a governance perspective or operating perspective with those clinics, meaning that they will not be merged in with the MyHealth asset at this point in time. Again, WELL is constantly thinking of ways to bring the network together and creating one cohesive integrated platform. I think over time, certainly, there will be continued intercompany links between all of these different data assets. Again, we think that happens through software and workflow and telehealth-type services. Thank you. Christian Sgro from Eight Capital. I think this one's perhaps towards Eva. Just that Eva, can you just reiterate the amount of cash you have currently on hand, and what is the total amount of undrawn access to credit facilities? I guess you're referring to the CRH, JP Morgan, and now you've also got a new one, RBC. Sure, yeah. As I mentioned earlier, we have about CAD 16 million cash on our balance sheet, and with the CRH $300 million U.S. plus credit facility, we've only used a portion, there's still plenty of room there. With the new acquisition of the My Health transaction, we'll have, again, another new facility. We'll have plenty of room undrawn from the credit facility as well as our cash on the balance sheet. Follow-up question from Christian Sgro at Eight Capital. If you can comment about the previous ownership of MyHealth, does management have a large percentage ownership? What is your certainty of completion of the deal? Are the shares locked up for a crisis? Yeah. Management had material ownership, but they didn't dominate the cap table. We have a very high certainty of completion given our research and the process of getting approval on the licenses. There's a change in control process that one must follow in order to convert or convey the ownership to the new change in control in terms of government licenses. As far as incentives and shares for management, we feel that we've established a very strong incentive model. We have a multi-year earn-out. We have significant incentives as part of our long-term incentive plan to keep management incentivized and focused for many years. We think we are truly partnering with management here and look forward to their success. Thank you. The next set of questions from Doug Taylor from Canaccord. First question, what is the expected timeline to be able to begin integrating WELL's digital tools and software into the MyHealth asset after closing? Yeah. Like I mentioned, it is already happening. It has already happened to some degree. We already have connectivity between a number of WELL technologies and tools. Our EMR group and our digital apps group are currently providing technology, and we already have MyHealth as sort of a customer, if you will. This is an area that I think we will definitely deepen and further our collaboration. Follow-up question from Doug Taylor. This probably looks like an email type question. Can you outline the key terms of the new bank debt facility? Yeah. It's a very good interest rate that's similar rates as the JPMorgan facility. The terms of the credit facilities are consistent with similar syndicated credit arrangements, and there'll be more details to be announced about this new senior debt in the coming days. Okay. Next set of questions. Nick Agostino of Laurentian Bank. First question, with the base of clinics primarily in B.C. and Ontario, what are other high priority provinces to establish a clinic base? Looking out a couple of years, where are the areas that you're targeting across Canada for additional clinics? What provinces? We'd like to be across the country. We think that it's really important that WELL evolves into a truly national offering. We're a national offering today, given we're both ends of the country and three of the most populous provinces. We'd love to be Canada's healthcare company. That is a goal for us, but we will always favor larger metro areas because we find that the business model doesn't work as well in a super rural environment. We think that that's really the opportunity for telehealth, with some exceptions. We don't really establish a goal number of clinics. This is something that over time, I think you've probably heard us before say, we don't know if it's over 100 or what have you. I think it remains to be seen really purely because of our discipline. If we can grow our clinical population at the values and the capital allocation principles that we see, we would love to do that, especially because what we've seen thus far, and we're very proud of this, is that we have been able to allocate capital to clinics. We have been able to tech enable them. We have been able to see substantial improvements in not only revenue but particularly EBITDA. Our EBITDA growth in our BC clinics has been really remarkable. Our team there, Michael, Jeremy, the whole operating team there, has just done a phenomenal job. We continue to see improvements all the time. We're very encouraged at the business model. If you remember where WELL started, the whole idea was to create the clinic of tomorrow. We really have been executing on this and standardizing and just being very disciplined in our approach. This is a long way to say that this is not a business model that we're going to shy away from. What we've seen, a lot of people are going out and looking at much more expensive assets that have platform technologies with practitioners and patients. What a lot of people don't realize about clinics is that they bring those same practitioners and patients. I think what you're seeing with WELL is taking what we think is a fairly clever approach with respect to making investments in platform technologies, but also other investments at different multiples, much lower multiples, to acquire those very subjects from a patient and practitioner perspective. Great. Next question, a follow-up again from Nick Agostino, Laurentian Bank. Can the corporate WELL entity borrow against any of the subsidiary-backed loans at CRH and MyHealth? Eva, do you want to take that one? Yeah. Definitely there's features that will allow a drawdown of some of the CRH debt and/or any of the cash balance passed on to WELL. Okay. Passing on to the next analyst here, we've got David Newman from Desjardins. The first question, between MyHealth, CRH, ExcelleMD, and other recent dental deals, the mix has skewed toward bricks and mortar. Please talk about how this can be balanced toward healthcare IT or dentistry or through future M&A. Yeah, I know David keeps a very close eye on our weighting. We believe, and I think it's a great point, MyHealth to be a strong tech-enabled asset. We don't really see it purely as a clinical asset, and I think that's what was really remarkable about what they've done, especially the fact that 75% of the consultations are occurring through telehealth and given the IP portfolio that they do have. We really believe MyHealth to be reflective of the way that healthcare is going to be delivered in the future, not just here in Canada, but in most industrialized countries, of the 40 countries that have modern medical systems. Notwithstanding that, the company's always looking at pure digital assets, and they tend to be at various stages of maturity and various valuation profiles. Again, as a discipline capital allocator, sometimes it's a bit more difficult to find those that really make sense to buy. We think we are making some good progress against some of those, and I'm sure you're going to continue to see some strong transactional opportunities with us, as you saw with the recent acquisition of Intrahealth Profile. Great. Second question from David Newman, Desjardins. As MyHealth will operate as a separate unit under WELL, would MyHealth current and future locations be rebranded into WELL, or would they keep the MyHealth branding? How about the other sub-brands, Radiology Now, Cardiology Now, et cetera? For the foreseeable future, we see branding to be the same. We think that MyHealth's done a great job with their branding. We really like the whole Now extension. It infers timeliness, delivering for patients. We think that, again, there's a tangible benefit for the patient, drives improved patient outcomes. I think there's probably a very decent chance that you'll see that type of brand thinking progress through other parts of WELL. We think that makes a ton of sense. These are just beginning conversations. We'll see. We have a portfolio of brands across the enterprise that are quite strong. We just launched YourCare, which is a personal medical record system that is integrated with Apple Health Records that allows patients to be empowered with their health data from clinics and be able to be engaged in their health journey. This is something that needs to occur within an opt-in experience with the clinic owners as well as the physicians themselves. We do think that that's a big part of the future, this move to patient-centric healthcare. We do believe MyHealth will also benefit from that. We haven't even started those conversations in terms of, again, would Apple Health Records make a ton of sense here? I don't see why not. The beauty of WELL is that we don't make those decisions for MyHealth. MyHealth's management team would make those decisions, and we would provide them with a lot of support and consideration. Follow-up question from David Newman. Are future clinic acquisitions in Ontario to be conducted through MyHealth or through WELL? Moreover, now that we've built a network in BC, Quebec, and Ontario through MyHealth, will future provincial expansion be through acquisitions like this? We'd love to make further acquisitions through MyHealth. Again, when you have a team that performs as well as MyHealth, I think it makes a lot of sense. Again, as I mentioned a few seconds ago, we don't tell our operators how to operate. There may be assets that the local development team believes provides shareholder value and strategic value. If the MyHealth team believes that that is a good fit for them, then that's something that we'll work on together. Unquestionably, over time, there will be more and more cohesion between the various clinical elements in the country, whether it's brand, whether it's, again, workflow, whether it's essentially the collective benefit of all those practitioners working in unison as part of providing timely care for Canadians through telehealth and otherwise. I think what's really exciting about WELL is this comprehensive clicks and mortar approach, this omnichannel, multichannel capability that we have, which really reflects how service delivery is now happening and will happen for the foreseeable future. Yeah, thanks. Great. Next question from Scott Fletcher, CIBC Capital Markets. His first question is, can you provide some information on the mechanics of shares being issued at a premium to the market price? Are the treasury shares offered directly to MyHealth shareholders? Maybe if you can just comment on whether the 9.6 million share number is fixed or if the CAD 94 million stock or what part of that is fixed. Yeah. I think what we did is we indicated on today that of the purchase price, CAD 94 million in consideration is being paid for stock at CAD 9.80. Today, that infers 9.6 million shares. As I mentioned in our press release, we do have an agreement with MyHealth shareholders that if there's fluctuation or volatility in the stock between now and close, there will be an adjustment made to those numbers of shares. If the stock price from here increases, there will be fewer shares awarded to the MyHealth shareholders. If the stock price from here decreases, there will be more shares issued. It's really that CAD 94 million that's anchored from a consideration perspective with that inverse correlation between number of shares and stock price fluctuation between signing and close. It sounds more complicated than it is. Okay. Second question from Scott Fletcher. Can you comment about the M&A program at MyHealth Partners? Is the M&A program focused more on primary care clinics, specialty, or diagnostic clinic assets? I think it's quite broad in what the team is looking at, which I think it should be. Any good M&A program is. The scope is wide. I think if you look at what they've really executed on, and they've been hyper-focused and very effective in the specialty care and diagnostic arena. Great. Next set of questions from Rob Goff at Echelon. Will there be a hold period against the WELL shares releases? There isn't a statutory hold period, but there is a resale restriction pursuant to our share purchase agreement, which we believe protects WELL shareholders from a sudden decision to sell a higher number of shares. Given the liquidity of the company and given the agreement's dynamics, we feel very comfortable with that. Okay. Next question to Rob Goff. This might be an Eva one. What can we assume as gross profit margins for the MyHealth business? Yeah. We're looking at about the gross trajectory. We're looking at around 60%. That's 60%, right? 60? Yeah. Okay. Coming into almost the end of the hour here, we've got enough room, good time to just squeeze in the last couple of questions from Chris Thompson at PI Financial. Chris asked, can you provide more color on MyHealth revenue in terms of what is the resilience on public insured revenue? Are the diagnostic tests typically covered by provincial health plan and therefore public insured? Yes. Definitely what's really unique about MyHealth, again, you don't typically see these types of EBITDA margins in public health. It's great to be able to say that MyHealth is essentially an asset that lives in the single-payer system and does rely on public funding. That is, I think, a really fantastic aspect of it. There's no two-tier healthcare conversations or concerns here. While these are private clinics, they're effectively almost entirely trafficking in the single-payer system. Second question from Chris Thompson. Can you provide any color on the seasonality of MyHealth business? We did not see too much seasonality apart from what we've seen at WELL, which tends to be a bit of lightness in the summer months. MyHealth business tends to be, I think, fairly consistent on a full year basis. I don't know, Eva, anything that you'd add there? Yeah. I think that's what we've been seeing. That's what we've been told by the vendors. On MyHealth, I guess you saw a lot of resiliency in the COVID era as well. Yes. I mean, obviously, much like any asset that was told they could not operate or provide services for a period of time during the initial lockdowns, their revenue was affected. Once those lockdowns, those initial ones wore off, the recovery was almost immediate and the asset has demonstrated tremendous resilience, which again, we think is probably why we're getting so well supported by the banking community here. Let me just take a minute to mention that. Between the Canadian banks that supported us as part of the JPMorgan syndicate and Royal Bank, Canada's largest bank, I think still, leading this one here for us and the syndicate involved, we can say that pretty much every major Canadian bank has been involved with WELL in some way, shape, or form with really strong terms for WELL. First of all, we thank those banks for supporting us. We' re just so excited to continue to grow with them and really appreciate the support that we're getting. I think this is reflective of the really strong businesses that we're involved with. That's all the time we have today. Hamed, if you can close off. We'd like to really thank you for joining today. It's just been great to speak with you. We couldn't be more thrilled to announce this tremendous acquisition with Suresh and the team and really look forward to a smooth close and continue to create value. Again, we want to thank you shareholders for being there for us and grateful for your involvement and interest in WELL. Thank you very much.
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