Kovo HealthTech Corporation Signs Binding LOI to Acquire Midwest Medical Billing, Service Inc.
Company On-Track to Complete 9th Acquisition
Vancouver, British Columbia--(Newsfile Corp. - June 14, 2021) - Kovo HealthTech Corporation (TSXV: KOVO) ("Kovo" or the "Company"), a leader in Revenue Cycle Management ("RCM") and healthcare technology, announced today it has entered into a binding letter of intent (the "Binding LOI") to acquire Midwest Medical Billing, Service Inc. ("Midwest Medical Billing" or the "Seller").
Midwest Medical Billing is an Omaha, Nebraska-based Revenue Cycle Management specialist firm that has been in business for more than 11 years and provides RCM services for more than 100 clients. Under the terms of the Binding LOI, the Company will, through a wholly-owned subsidiary, purchase substantially all of the assets of Midwest Medical Billing, including associated trademarks, trade names, brand names goodwill, customer lists and customer contracts.
Proposed Deal Anticipated to Close in Early July 2021
As consideration for the acquisition of Midwest Medical Billing, the Company will: (i) pay to the Seller cash consideration of USD$50,000; and (ii) issue 1,111,881 common shares of the Company (the "Consideration Shares") at a price per Consideration Share of USD$1.01 (approximately CAD$1.20 per Consideration Share), subject to compliance with the policies of the TSXV. All Consideration Shares will be subject to a four month hold under applicable securities laws.
The completion of the acquisition is subject to the satisfaction of a number of closing conditions, including receipt of the approval of the TSXV. Provided that all closing conditions are satisfied, the acquisition is expected to close in early July 2021. There can be no assurance that the transaction will be completed on the terms contained herein or at all.
The acquisition is expected to be immediately accretive to Kovo as Midwest Medical Billing recorded Trailing Twelve Month (TTM) revenues of $1.123 million USD with EBITDA of approximately 17% net of synergies. The consideration shares would represent approximately 3% pro forma dilution at today's price for a 29% revenue increase based on Kovo's Q1 revenues of $.820 million USD.
"New Efficiencies" Advance Kovo's Strategic Acquisition Strategy
"We're excited about the potential to roll Midwest Medical Billing into our Kovo HealthTech Corporation family of Revenue Cycle Management specialist firms," explains Kovo CEO Greg Noble. "Midwest Medical has consistently demonstrated a solid financial track-record, and has built up trust with its long-standing customers. Together, we believe we can introduce new efficiencies and digital technologies that will empower the Midwest team and its clients to continue to improve and provide quality healthcare experiences. For Kovo and our shareholders, this is an important step in our long-term, proactive acquisition growth strategy. We believe the value of our asset light acquisition model is evident in this proposed ninth transaction," he says.
Revenue Cycle Management (RCM)
Kovo HealthTech Corporation is a growing healthcare technology company that specializes in RCM services and software for US healthcare clinics, hospitals and private practices. RCM is a process used by healthcare providers in the US and globally to digitally track and manage patient care registration, services, billing and payments in a seamless way. Effective RCM practices are essential to ensure health care settings maintain the financial viability that allows them to provide ongoing quality care for their patients.
The Company's focus is organic growth of its core RCM business and acquiring profitable RCM related businesses and systems within the US. Kovo optimizes acquired businesses by leveraging its over 20 years of operating experience and proprietary technology.
To date, Kovo has completed eight successful acquisitions and achieved approximately 366% revenue growth on its RCM revenue in the last fiscal year. Currently, Kovo processes approximately $71M USD annually in RCM claims and its customers service approximately 2.6 million patients. The Company works with Lawrence Evans & Co LLC on its acquisition strategy and related fees of approximately eight per cent are associated with this proposed transaction.
About Kovo HealthTech Corporation
Kovo is a leader in healthcare technology and Revenue Cycle Management services. Kovo creates, acquires and grows businesses to better the healthcare experience within the patient encounter continuum. To learn more about Kovo and to keep up-to-date on Kovo news, visit www.kovo.co.
For more information:
Greg Noble, CEO
Forward-Looking Information and Statements
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") concerning the Company and its subsidiaries within the meaning of applicable securities laws. Forward-looking information may relate to the future financial outlook and anticipated events or results of the Company and may include information regarding the Company's financial position, business strategy, growth strategies, acquisition prospects and plans, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding the Company's expectations of future results, performance, achievements, prospects or opportunities or the markets in which the Company operates is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "budgets", "scheduled", "estimates", "outlook", "forecasts", "projects", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will" occur. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.
Many factors could cause the Company's actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking information, including, without limitation, those listed in the "Risk Factors" section of the final prospectus of the Company dated May 26, 2021. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this press release.
Forward-looking information, by its nature, is based on the Company's opinions, estimates and assumptions in light of management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate and reasonable in the circumstances. Those factors should not be construed as exhaustive. Despite a careful process to prepare and review forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking information. Although the Company bases its forward-looking information on assumptions that it believes were reasonable when made, which include, but are not limited to, assumptions with respect to the Company's future growth potential, results of operations, future prospects and opportunities, execution of the Company's business strategy, there being no material variations in the current tax and regulatory environments, future levels of indebtedness and current economic conditions remaining unchanged, the Company cautions readers that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates may differ materially from the forward-looking statements contained in this press release. In addition, even if the Company's results of operations, financial condition and liquidity, and the development of the industry in which it operates are consistent with the forward-looking information contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made (or as of the date they are otherwise stated to be made). Any forward-looking statement that is made in this press release speaks only as of the date of such statement.
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