VitalHub Corp. Announces Agreement to Acquire the Assets of The Oak Group, Inc.
VitalHub Corp., is pleased to announce that it has entered into an arm’s length agreement to acquire substantially all of the assets of of The Oak Group, Inc., used in conducting its business, and all of the issued and outstanding share capital in the Oak Group’s wholly-owned subsidiary, The Oakgroup (UK) Limited (the “UK Subsidiary”). The purchase price for the Acquisition is to be satisfied by a combination of cash and common shares of VitalHub (“Common Shares”).
The Oak Group is a software and service provider of its propriety ‘Making Care Appropriate for Patients’ (“MCAP”) System. Twenty-two hospital groups use MCAP daily across the United Kingdom and in the Middle East representing over 10,000 hospital beds. Oak Group completed 200 patient flow performance reviews across five different countries using MCAP. At end of January 2019, the Oak Group had trailing 12-month revenues of $847,000 of which $751,000 is recurring in nature and represents a gross margin to Oak Group of 74%.
Dan Matlow, Chief Executive Officer of VitalHub said “the acquisition of the Oak Group and the MCAP (defined below) clinical criteria gives VitalHub an industry proven solution that has the potential to grow organically on an international scale. Using the combination of artificial intelligence (“AI”) and proven evidence-based clinical guidelines to determine the appropriate care setting of a patient solves a systemic patient-flow issue for all healthcare providers. Many members of the VitalHub team have experience in the patient-flow market and look forward to the re-entry into this market.”
“We believe our proven clinical criteria and AI software solution is unique to market and has proven itself so across five different countries. Combining forces with VitalHub’s ability to commercialize what he has created will take the product to new levels,” said Dr. David Maltz, one of the Oak Group founders.
The purchase price for the Acquisition is $1,640,000, which reflects certain estimated Net-Asset-Value calculations completed on the date immediately preceding the closing of the Acquisition (the “Closing”) and is subject to other customary post-closing adjustments. The purchase price is to be satisfied by the delivery on Closing of (i) cash in the amount of $751,000, less $207,000 to be held in escrow for a period of six (6) months from Closing, and (ii) 4,032,682 Common Shares (the “Consideration Shares”), at a price per Common Share equal to $0.22, representing a value of $887,190.12 to the Oak Group.
Twenty percent (20%) of the Consideration Shares are released to the Oak Group on closing of the Acquisition with the remaining to be held in escrow and released to the Oak Group in four (4) equal semi-annual installments over a 24 month period following closing.
The Company currently has 155,684,979 Common Shares issued and outstanding. Upon delivery of the Consideration Shares, the Company will have a total 159,717,661 issued and outstanding Common Shares.
VitalHub anticipates that the Acquisition will close on or about March 15, 2019 and is subject to customary closing conditions. The Acquisition is an arm’s length transaction for which no finder’s fees were paid nor does it represent a change of control.