Dr. Essam Hamza reports

CLOUDMD CLOSES ACQUISITION OF VISIONPROS, A RAPIDLY GROWING DIGITAL EYEWEAR PLATFORM

CloudMD Software & Services Inc. has closed the previously announced acquisition of VisionPros, a vertically integrated digital eyewear platform that has serviced almost one million unique customers across North America.

VisionPros conveniently delivers contact lenses and glasses right to their customer's door, anywhere in North America, and at a fraction of the cost of traditional retail optical stores. The highly scalable business model includes a rapidly growing, e-commerce platform and innovative suite of digital vision care tools. VisionPros also offers a unique subscription offering, with flexible monthly billing options, at some of the lowest prices in North America. The multidisciplinary platform also includes a brick-and-mortar clinic, on-line/in-person dispensary, and a lens laboratory that manufactures and distributes lenses to eyecare partners for their own affordable KIND eyewear line.

VisionPros' digital platform shares many synergies with CloudMD's existing platform and provides significant opportunities for cross-selling and integration. The e-commerce platform gives CloudMD direct access to almost one million unique customer accounts and further secures the company's footprint across North America. VisionPros' revenue for the year ended Dec. 31, 2020, surpassed $22-million with adjusted earnings before interest, taxes, depreciation and amortization margin exceeding 10 per cent.

Terms of acquisition

In consideration for the purchase of 100 per cent of the outstanding securities of VisionPros, CloudMD has paid shareholders of VisionPros: (i) $30-million in cash, subject to an estimated negative net working capital adjustment of $995,353; and (ii) $30-million in common shares of the company at a deemed price of $2.75 per common share. In addition to the closing considerations, the company may pay a performance-based earnout of up to an additional $40-million in common shares of the company or cash, at the election of the company, and is based on VisionPros meeting certain performance milestones with respect to VisionPros' revenue and technological developments following closing. Specifically, the company will pay an additional $10-million to the vendors if VisionPros meets or exceeds the revenue target for the six months ending Dec. 31, 2021, and an additional $10-million if VisionPros meets or exceeds the revenue target for the year ending Dec. 31, 2022. In addition, the company may pay the vendors up to an additional $20-million upon the development of certain new technologies prior to Dec. 31, 2022. The common shares will be subject to certain contractual restrictions on trading for a period of 24 months from the date of issuance. Additionally, the company will pay a finder's fee to an arm's-length party in accordance with TSX Venture Exchange policies by issuing 986,842 common shares of the company at a deemed price of $3.04.

About CloudMD Software & Services Inc.

CloudMD is digitizing the delivery of health care by providing a patient-centric approach, with an emphasis on continuity of care. By leveraging health care technology, the company is building one, connected platform that addresses all points of a patient's health care journey and provides better access to care and improved outcomes. Through CloudMD's proprietary technology, the company delivers quality health care through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, educational resources and artificial intelligence. CloudMD's enterprise health solutions division includes one of the top 4 employee assistance programs in Canada and offers one comprehensive, digitally connected platform for corporations, insurers and advisers to better manage the health and wellness of their employees and customers.

CloudMD currently services a combined ecosystem of over 7,000 psychiatrists, approximately 4,500 therapists and counsellors, approximately 4,000 psychologists, over 22,000 family physicians, over 34,000 medical specialists, over 1,500 allied health professionals, over 500 clinics, and over five million individuals across North America.

We seek Safe Harbor.