HEALWELL AI Secures Shareholder Approval for Orion Health Acquisition and Financing

HEALWELL AI Inc. (TSX: AIDX) (OTCQX: HWAIF) has received written shareholder approval for its proposed acquisition of Orion Health Holdings Limited (Orion Health) and the related $55 million bought-deal financing. The approval, obtained by written consent from shareholders holding a majority of the voting shares, eliminates the need for a special meeting of shareholders in connection with the transaction.

The acquisition, announced on December 16, 2024, involves HEALWELL acquiring 100% of the shares of Auckland, New Zealand-based Orion Health, a subscription license and services revenue business serving marquee public sector clients globally with data interoperability and healthcare navigation products and services. The acquisition is expected to be a transformative milestone for HEALWELL, positioning it as a global leader in healthcare technology and artificial intelligence.

The acquisition is expected to generate significant financial benefits for HEALWELL. Orion Health is projected to generate over $100 million CAD in revenues and over $20 million CAD in EBITDA in calendar 2025, primarily from subscription license and services. The integration of HEALWELL's AI into Orion Health's Amadeus and Virtuoso platforms is expected to unlock new opportunities in population health management, clinical research, and preventative care, further driving revenue growth and market expansion.

HEALWELL will pay approximately $144 million CAD upfront for Orion Health, with a minimum of $86 million CAD paid in cash and the balance paid in HEALWELL stock. The cash portion of the acquisition price will be partially funded by a bought deal private placement of convertible debentures and subscription receipts co-led by Eight Capital and Scotiabank for gross proceeds of $50 million CAD. The balance is expected to be covered with debt provided by a Schedule 1 bank.

The acquisition aligns with HEALWELL's long-term vision for growth and market dominance in healthcare technology. By expanding its global footprint, integrating advanced platforms, accessing established contracts, and driving revenue growth, HEALWELL is well-positioned to achieve its goals in the healthcare technology sector.



In conclusion, HEALWELL AI's acquisition of Orion Health, backed by shareholder approval and strategic financing, is a significant step towards becoming a global leader in healthcare technology. The integration of HEALWELL's AI with Orion Health's platforms is expected to drive financial growth, market expansion, and strategic advantages, aligning with HEALWELL's long-term vision for the healthcare technology sector.