Well Health closes E-Consult Canada acquisition

Executive Summary

• Well Health Technologies Corp. announced the completion of the strategic acquisition of E-Consult Canada LP (61% ownership) and eight primary care clinics in Alberta, Canada, significantly expanding its outpatient network and adding technology-enabled e-consult capabilities.
• The company simultaneously expanded and extended its senior secured credit facility with RBC, JPMorgan, and TD Bank to $400 million (an increase of over $200 million) with a maturity date of 2030, citing strong demand and financial flexibility.
• The company reported a doubling of acquisition transactions in 2025 compared to 2024, with $77 million allocated to clinical acquisitions last year, and highlighted a pipeline of approximately $245 million in potential future acquisitions.

Key Details

• Acquisition of E-Consult Canada LP:
  • Acquired 61% majority ownership interest.
  • Transaction value: Approximately $33 million, paid in all-cash.
  • Closing date: Effective February 1, 2026.
  • Business nature: Technology-enabled e-consult health care services connecting primary care physicians and specialists across Alberta, supporting over 100 providers.
• Acquisition of Primary Care Clinics:
  • Acquired 100% ownership of eight primary care clinics in the Calgary region.
  • Closing date: December 1, 2025.
  • Impact: Strengthens outpatient primary care network by approximately 30 health care providers.
• Financial Impact of Acquisitions:
  • Expected pro forma annual revenue: Approximately $45 million cumulatively across both e-consult and clinic businesses.
  • Gross margins: Approximately 48%.
  • Operating adjusted EBITDA margins: Better than 20%.
• Credit Facility Expansion:
  • New facility size: $400 million (upsized from previous capacity announced in July 2025).
  • Increase: More than $200 million over previous capacity.
  • Lenders: Royal Bank of Canada, JPMorgan Chase Bank N.A., and Toronto-Dominion Bank as co-lead arrangers.
  • Term: Extended by three years to 2030.
  • Leverage Ratio: Expected to be less than 3.0 times as of December 31, 2025, post-acquisition.
  • Remaining Capacity: In excess of $195 million available as of the release date.
  • Status: Materially oversubscribed during syndication.
• Operational & Strategic Updates:
  • 2025 Acquisition Activity: Completed 20 clinic acquisition transactions (including three absorptions) in 2025, compared to 10 in 2024.
  • Capital Deployment: Allocated approximately $77 million to clinical acquisitions in 2025, an increase of over 400% compared to 2024.
  • M&A Pipeline: Approximately $245 million of clinical revenue under advanced stage or signed Letter of Intent (LOI) for potential acquisitions.
  • Digitization: Majority of clinics have completed the initial stage of digitization, resulting in above-average Net Promoter Scores (NPS).
  • E-Consult Benefits: Designed to reduce wait times for specialist input, improve patient support accuracy, and reduce unnecessary diagnostic imaging/referrals, thereby preserving public system resources.

Notable Quotes

• Hamed Shahbazi, Founder and CEO: "The expansion and extension of our senior secured credit facility significantly enhances our financial flexibility and is a testament to the financial community's support and trust in our efforts to support care providers while helping create a more efficient and productive health care ecosystem."
• Dr. Michael Frankel, Chief Medical Officer and President of Canadian Clinics: "I'm pleased to report that the majority of our clinics have now completed their initial stage of digitization... All this, in addition to our continued physician growth across the network, is allowing us to improve access to care while building a more efficient and sustainable clinical platform that supports both patients and providers."