TORONTO, April 10, 2025 (GLOBE NEWSWIRE) -- VitalHub Corp. (the "Company" or "VitalHub") (TSX: VHI) (OTCQX: VHIBF) is pleased to announce that it has agreed the terms and conditions of a recommended cash acquisition to acquire all of the issued and to be issued share capital of Induction Healthcare Group PLC ("Induction") by way of a court-sanctioned scheme of arrangement (the "Acquisition") under Part 26 of the Companies Act 2006. Under the terms of the Acquisition, each Induction shareholder will be entitled to receive £0.10 in cash for each Induction share held, valuing Induction at approximately £9.7 million.
Induction has released a Rule 2.7 announcement in the UK market in connection with the Acquisition, which shall be made available on the websites of Induction at www.inductionhealthcare.com and VitalHub at www.vitalhub.com, as well as on the Company's SEDAR+ profile at www.sedar.com. Please see the Rule 2.7 announcement for further information.
About Induction
Induction delivers a suite of software solutions that transforms care delivery and the patient journey through hospitals. Induction's system-wide applications help healthcare providers and administrators deliver care at any stage remotely as well as face-to-face - giving the communities they serve greater flexibility, control and ease of access. Induction's primary products are Zesty and Attend Anywhere.
Zesty is a patient engagement platform that transforms interactions between patients and care teams. Through integration with most leading hospital systems, it provides smart appointment management, paperless letters, digital questionnaires, patient information, and integrated video consultations. Zesty is currently installed in 20 Trusts across England. Zesty is expected to be Induction's main growth engine going forward.
Attend Anywhere is a platform that makes it simple, safe, and secure for healthcare organisations to offer video consultations as a normal part of day-to-day operations. Approximately 95 Trusts in England, and six Health Boards and one Trust in Wales are using Attend Anywhere.
For its year ended March 31, 2024 (FY24), Induction generated revenues of £14.4 million, gross margin of 78.4%, and an adjusted EBITDA (1) loss of £0.3 million. Zesty generated revenues of £4.9 million and Attend Anywhere generated revenues of £8.8 million (£0.7 million of revenues from discontinued operations).
For the six-month period ended September 30, 2024 (H1 FY25), Induction generated revenues of £5.4 million, gross margin of 78.2%, and an adjusted EBITDA (1) loss of £0.9 million. Zesty generated revenues of £2.0 million and Attend Anywhere generated revenues of £3.2 million (£0.2 million of revenues from discontinued operations).
Strategic Rationale
VitalHub views Induction's product set, in particular the Zesty platform, as highly complementary to its existing asset portfolio. The Company believes that successful integration of Zesty into VitalHub's existing verticals will broaden its product offering, result in group-wide efficiencies, and improve end-user experience leading to improved patient outcomes.
The Acquisition also brings the opportunity to offer additional products in the UK, European, Canadian, Middle Eastern, and Australian markets, and the Company believes that Induction presents a platform from which to grow its geographic reach, with all these regions being key strategic focus areas of both organic and future acquisitive growth for VitalHub.
The Company also believes that Induction would benefit from being part of a larger and well capitalised global enterprise, where strategic initiatives to improve the performance of the business can be implemented effectively, with appropriate support, capital, and assistance from the existing network of VitalHub.
Conditions and Other Details
Induction is a public limited company incorporated under the laws of England and Wales. It is intended that the Acquisition shall be effected by means of a court-approved scheme of arrangement (the "Scheme") under Part 26 of the Companies Act. The Scheme must be approved both by the Induction shareholders and the Court. In particular, the scheme of arrangement requires approval from Scheme shareholders who are on the register of members at the Voting Record Time and who constitute a majority in number of Scheme shareholders who vote at the Court Meeting representing at least 75% in value of the Scheme shares which are voted at the meeting.
The Induction Directors will unanimously recommend Induction shareholders to vote in favour of the Scheme. VitalHub has received irrevocable undertakings to vote in favour of the Scheme from the Induction Directors who hold Induction shares and certain institutional shareholders in respect of a total of 41,655,303 Induction shares, together representing approximately 44.3% of Induction's issued ordinary share capital. The transaction is expected to close on or before July 31, 2025, with a long stop date of September 30, 2025.
VitalHub's legal advisor for the Acquisition is Edwin Coe LLP. VitalHub's financial advisor for the Acquisition is Cavendish Capital Markets Limited.
About VitalHub
VitalHub is a leading software company dedicated to empowering health and human services providers globally. VitalHub's comprehensive product suite includes electronic health records, operational intelligence, and workforce automation solutions that serve over 1,000 clients across the UK, Canada, and other geographies. The Company has a robust two-pronged growth strategy, targeting organic opportunities within its product suite and pursuing an aggressive M&A plan. VitalHub is headquartered in Toronto with over 500 employees globally, across key regions and the VitalHub Innovations Lab in Sri Lanka. For more information about VitalHub (TSX: VHI) (OTCQX: VHIBF), please visit www.vitalhub.com and connect with us on LinkedIn.
About Induction
Induction is a public limited company incorporated under the laws of England and Wales. Induction delivers a suite of software solutions that transforms care delivery and the patient journey through hospital. Induction's system-wide applications help healthcare providers and administrators to deliver care at any stage remotely as well as face-to-face - giving the communities they serve greater flexibility, control and ease of access. Purpose-built for integration with leading Electronic Medical Record (EMR) platforms, its products offer immediate stand-alone value that becomes even greater when integrated with pre-existing systems.
Contact Information
Christian Sgro, CPA, CA, CFA
Head of IR and M&A Specialist
(365) 363-6433
christian.sgro@vitalhub.com
Dan Matlow
Chief Executive Officer, Director
(416) 727-9061
dan.matlow@vitalhub.com
Cautionary Statement
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 business and financial performance, and its financial position.
The forward-looking information in this news release includes discussion about the terms of the Acquisition, and about the business of Induction and its potential synergies with the Company and the potential for the international application of Induction's solutions. VitalHub has made certain material assumptions in making these forward looking statements, including but not limited to the Acquisition being completed on the terms and timing as currently contemplated, all conditions to the completion of the Acquisition being satisfied or waived, prevailing market conditions, general business, economic, competitive, political and social uncertainties, and the ability of VitalHub and Induction to execute and achieve their respective and combined business objectives. There can be no assurances 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, the assumptions made with respect to such forward looking information, adverse market conditions, currency exchange fluctuations, the inability of VitalHub and Induction 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.
Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Acquisition will be completed or that it will be completed on the terms and conditions contemplated in this news release. The proposed Acquisition could be modified or terminated in accordance with its terms. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Non-IFRS Financial Measures
The Company has included both IFRS and certain non-IFRS financial measures to describe the performance of Induction. Non-IFRS financial measures are financial measures disclosed by a company that (a) depict historical or expected future financial performance, financial position or cash flow of a company, (b) with respect to their composition, exclude amounts that are included in, or include amounts that are excluded, from the composition of the most directly comparable financial measure disclosed in the primary financial statements of the company, (c) are not disclosed in the financial statements of the company, and (d) are not a ratio, fraction, percentage or similar representation. Non-IFRS ratios are financial measures disclosed by a company that are in the form of a ratio, fraction, percentage or similar representation that has a non-IFRS financial measure as one or more of its components, and that are not disclosed in the financial statements of the company.
These non-IFRS financial measures are not standardized financial measures under IFRS, and, therefore, are unlikely to be comparable to similar financial measures presented by other companies. Management believes these non-IFRS financial measures provide transparent and useful supplemental information to help investors evaluate financial performance, financial condition, and liquidity using the same measures as management. These non-IFRS financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS.
(1) Adjusted EBITDA
Induction defines the non-IFRS financial measure "Adjusted EBITDA" as operating Loss from continuing operations before amortisation and non-cash foreign exchange adjustment, restructuring and non-recurring items. Adjusted EBITDA is used to assess normalized cash generated on a consolidated basis. Adjusted EBITDA is also a performance measure that may be used by investors to analyze the cash generated by Induction. Adjusted EBITDA should not be interpreted as an alternative to net income (loss) and cash flows from operations as determined in accordance with IFRS or as measure of liquidity.
