Think Research Corporation Closes Acquisition of Bio Pharma Services Inc.
Toronto, ON, September 13, 2021 – Think Research Corporation (TSXV:THNK) (“Think” or the “Company”), a company focused on transforming healthcare through digital health software solutions, today announced that it has closed its previously announced acquisition of all of the issued and outstanding shares of BioPharma, a leading contract research organization to pharmaceutical companies globally, from its securityholders (the “BioPharma Securityholders”).
Think CEO Sachin Aggarwal said, “We extend a warm welcome from the Think family to the talented BioPharma team. The closing of this acquisition offers not just immediate financial value to our shareholders, but it also represents a key pillar in our knowledge lifecycle, allowing us to utilize systems and solutions that support the clinical decision-making process, standardize care, and, ultimately, improve patient outcomes. We look forward to supporting BioPharma in its digital transformation to create synergies in the near term.”
BioPharma CEO Renzo DiCarlo said, “BioPharma is extremely excited about the opportunity presented by this transaction. Our research and pharmaceutical clients are hungry for technology solutions that not only drive faster, more accurate results but ultimately get new research where it is meant to be – at the patient point of care.”
Details of the Transaction and Related Private Placement
- Total consideration for the acquisition was approximately $44.6 million, which consisted of: (a) approximately $20.1 million in cash consideration on closing; (b) the issuance of 8,068,107 common shares of the Company (the “Common Shares”) on closing, representing approximately $18 million in share consideration based on the twenty-day volume-weighted average price of the Common Shares ending on the trading day immediately prior to the date of closing, being $2.231 per Common Share; (c) deferred equity consideration of $3.25 million due six months following closing, such equity consideration to be issued based on the twenty-day volume-weighted average price of the Common Shares ending on the trading day immediately prior to the date which is six months following closing; (d) deferred equity consideration of $3.25 million due twelve months following closing, such equity consideration to be issued based on the twenty-day volume-weighted average price of the Common Shares ending on the trading day immediately prior to the date which is twelve months following closing; and (e) an annual earnout amount, if any, equal to 10% of BioPharma’s EBIT through December 31, 2025, payable in cash or common shares of the Company, at the Company’s discretion.
- In connection with the closing of the acquisition of BioPharma, the Company also completed its previously announced non-brokered private placement of common shares (the “Offering”), issuing a total of 6,413,371 Common Shares at a price of $2.20 per Common Share, for aggregate gross proceeds of approximately $14.1 million. The net proceeds of the Offering were used to fund a portion of the cash consideration for the acquisition of BioPharma, as well as integration and other transaction costs pertaining to the acquisition and the Offering.
- In connection with the Offering, the Company paid cash commissions in the aggregate amount of $564,376.65 to Hampton Securities Limited (“Hampton”) and Canaccord Genuity Corp. (and together with Hampton, the “Finders”). Such cash commissions represent 4% of the aggregate gross proceeds of the Offering. In addition, the Company issued to the Finders an aggregate of 256,534 non-transferable compensation warrants (each a “Compensation Warrant”), equal to 4% of the aggregate number of Common Shares issued pursuant to the Offering. Each Compensation Warrant will entitle the holder thereof to purchase one Common Share at a price of $2.20 per Common Share until September 10, 2022.
- The Common Shares and the Compensation Warrants issued pursuant to the Offering are subject to a statutory resale restriction pursuant to Canadian securities laws which will expire on January 11, 2022.
- Effective as of the date hereof, Renzo DiCarlo has become an insider of the Company pursuant to applicable securities laws on account of his continued executive functions vis-à-vis BioPharma, which is now a major subsidiary of the Company.
- Each of BioPharma and the BioPharma Securityholders are arm’s length parties to the Company.
Note 1: Based on midpoint of the forecasted range of pro forma revenue for fiscal 2021.
All dollar amounts referenced in this press release are in Canadian dollars.
About Think Research Corporation
Think Research Corporation is an industry leader in delivering knowledge-based digital health software solutions. The Company’s focused mission is to organize the world’s health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process, standardize care, and improve patient outcomes. For over a decade, Think’s cloud-based, EMR-agnostic digital tools have empowered clinicians around the world and positively impacted millions of patients across the continuum of care – including primary physician care, acute care hospitals and surgical suites as well as community and seniors care. Think is proud to serve as a trusted health system partner to a rapidly growing, global client base that spans five continents and more than 2,800 healthcare facilities.
Caution Regarding Forward Looking Information
Certain statements in this news release, other than statements of historical fact, contain “forward-looking information” within the meaning of Canadian securities laws and are based on certain assumptions and reflect the Company’s current expectations with respect to such matters. Forward-looking statements are provided for the purposes of assisting the reader in understanding the Company and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and the reader is cautioned that such statements may not be appropriate for other purposes. Statements containing forward-looking information are not historical facts, but instead represent management expectations, estimates and projections regarding future events or circumstances. Such forward-looking information is necessarily based on a number of opinions, estimates and assumptions, including but not limited to those assumptions described under the heading “Caution Regarding Forward Looking Information” in the Company’s Management’s Discussion & Analysis for the three months ended June 30, 2021. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies, competitive strengths and outlook of the Company, and include statements concerning accelerating growth in 2021 and beyond, expectations for continuing to build out high quality, recurring software revenues from top-tier health system clients and continuing to acquire and integrate additional companies, and the statements made in the “First Quarter Fiscal 2021 Update”. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”, “forecasts”, “committed” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.
By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, many of which are beyond the Company’s control, affect the operations, performance and results of the Company, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in North America and internationally, fluctuations in interest rates, inflation and foreign exchange rates, monetary policies, business investment and the health of local and global equity and capital markets, changes in technology, management of market liquidity and funding risks, risks associated with financial instruments, changes in accounting policies and methods used to report financial condition (including uncertainties associated with significant judgments, estimates and assumptions), reliance on third party services, the effect of applying future accounting changes, privacy and confidentiality risks, product and service defects, medical liability claims, business competition, operational and reputational risks, technological changes, cybersecurity risks, changes in government regulation and legislation, changes in tax laws, unexpected judicial or regulatory proceedings, catastrophic events, man-made disasters, terrorist attacks, wars and other conflicts, or an outbreak of a public health pandemic or other public health crises (such as COVID-19), the Company’s ability to complete strategic transactions, integrate acquisitions and implement other growth strategies, and the Company’s success in anticipating and managing the foregoing factors.
The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances and that the list of factors in the previous paragraph, collectively, are not expected to have a material impact on the Company. While the Company considers these assumptions to be reasonable based on information currently available to management, they may prove to be incorrect.
Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.
Additional information about the risks and uncertainties of the Company’s business and material factors or assumptions on which information contained in forward‐looking statements is based is provided in its disclosure materials, including the Company’s most recently filed annual information form and any subsequently-filed interim MD&A, which are available under our profile on SEDAR at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “US Securities Act“) or any states securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act) unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
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Executive Vice President
Think Research Corporation