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CloudMD Software & Services Inc
Symbol DOC
Shares Issued 168,241,766
Close 2021-01-22 C$ 2.50
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CloudMD closes buy of Canadian Medical Directory

2021-01-22 08:17 ET - News Release

Dr. Essam Hamza reports

CLOUDMD CLOSES ACQUISITION OF CANADIAN MEDICAL DIRECTORY, THE LARGEST MEDICAL DIRECTORY IN CANADA

CloudMD Software & Services Inc. has closed the previously announced acquisition of Canadian Medical Directory (CMD), Canada's largest, most trusted, directory of medical professionals including 91,000 practising physicians and 10,000 residents and nurse practitioners across the country. The robust, multilayered database is genuinely unique as no other direct competitor has a SaaS (software-as-a-service) platform that collects and vends the data in such a highly segmented, up-to-date way.

CMD has been trusted as the gold standard for up-to-date information on all medical professionals across Canada in a standard national format. CMD is Canada's leading source for profile and contact information on practising physicians, specialists and nurse practitioners, across the country. It is a key reference tool used by clinics, hospitals, medical placement firms, pharmaceutical companies, and manufacturers and distributors of medical equipment and supplies.

CloudMD will be able to integrate the CMD database into its Juno EMR, billing, virtual care and telehealth platforms, as well as iMD Health's leading educational resource databank. CloudMD will leverage the CMD brand, customer network and data, to power up and accelerate doctor acquisition and adoption. In addition, CloudMD will use its suite of products and resources to continue building and growing CMD's robust database.

CMD generated approximately $450,000 in high margin, 100-per-cent SaaS-based revenues with earnings before interest, taxes, depreciation and amortization (EBITDA) margins exceeding 65 per cent, resulting in an EBITDA of approximately $293,000 over the 12-month period ending Sept. 30, 2020. The company believes that there is significant opportunity to further optimize the revenue through integration and optimization.

Terms of agreement

In consideration for the purchase of 100 per cent of the assets and business of CMD, CloudMD has agreed to pay aggregate consideration of approximately $2,037,000 payable as follows: (i) $250,000 in cash; (ii) approximately $1.42-million in shares of the company; and (iii) a performance-based earnout of $368,000, which is payable in shares of the company in annual issuances over a period of two years. All shares issued pursuant to the acquisition are issued at a deemed price of $2.47 per share and are priced by calculating the 10-day volume-weighted average trading price of the company's shares for the 10 trading days prior to the execution of the binding term sheet (press release dated Oct. 21, 2020). The shares will be subject to certain contractual restrictions on trading for a period of 16 months from the date of issuance.

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. The company offers SAAS-based health technology solutions to health care providers across North America and has developed proprietary technology that delivers quality health care through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, educational resources and artificial intelligence (AI). CloudMD currently services a combined ecosystem of over 500 clinics, almost 4,000 licensed practitioners and eight million patient charts across North America.

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