Category: Canada

This morning ASX 200 futures were trading 14 points lower, down 0.17%, suggesting a subdued start for the Australian markets.

Big day for tech on Wall Street

Not so on Wall Street overnight, where a pre-Christmas rally resumed after Friday’s pause.

The Nasdaq climbed 1.6% to another record close, fuelled by gains in – you guessed it – mega-cap tech stocks, while the S&P 500 added 0.6%. The Dow Jones traded flat.

Key growth stocks drove US market gains, with Alphabet rising more than 4% and Tesla surging 5.2%.

The Nasdaq’s record-breaking session was also powered by a 1.24% rise to 20,173, led by a standout performance from Broadcom. The chipmaker surged 11.2% following Bernstein’s bullish price target, citing its pivotal role in AI advancements.

Broadcom’s rally lifted the semiconductor sector, with Micron and Teradyne also gaining more than 5%.

News of MicroStrategy’s likely inclusion in the Nasdaq 100 also boosted sentiment around the cryptocurrency sector, about which more below.

Trump’s Bitcoin economy

Bitcoin made headlines, briefly hitting a record high above US$107,000. The crypto’s fortunes were boosted after President-elect Donald Trump suggested the US should create crypto reserves similar to its strategic oil reserves.

Speaking on CNBC, Trump said, “Yeah, I think so,” when asked if such a reserve was a good idea. He added, “We’re gonna do something great with crypto because we don’t want China or anybody else … embracing it, and we want to be the head.”

Bitcoin has surged more than 50% since Trump’s election win and is up nearly 200% for the year.

“We’re in blue sky territory here,” IG market analyst Tony Sycamore told Reuters. “The pullback that a lot of people were waiting for just didn’t happen, because now we’ve got this news.”

Analysts suggest US$110,000 could be the next target for the cryptocurrency.

Governments are slowly increasing their Bitcoin holdings. Crypto aggregator CoinGecko estimates 2.2% of Bitcoin’s supply, or about US$50 billion, is held by governments through purchases, donations or asset seizures.

The US alone holds more than 200,000 Bitcoin, valued at some US$22 billion, much of it acquired from the shutdown of the Silk Road marketplace in 2013.

Rate cut expected from Fed

The Federal Reserve is widely expected to cut interest rates by 25 basis points tomorrow, with market pricing showing a 99.1% likelihood of the move.

Analysts anticipate a “hawkish cut,” with the Fed signalling data dependence and fewer rate reductions in 2025.

In Europe, equity markets closed lower. France’s CAC 40 fell 0.7%, impacted by political uncertainty as a new Prime Minister took office. Germany’s DAX lost 0.5% after the Chancellor faced a no-confidence vote.

Commodities painted a mixed picture. Oil prices softened amid oversupply fears, while gold gained. Locally, yesterday’s rise in iron ore prices may offer some support to mining stocks today.

Market snapshot

• ASX 200 futures: flat 8,256 points.
• Australian dollar: flat at 63.63 US cents.
• S&P 500: +0.5% at 6,082 points.
• Nasdaq: +1.5% to 22,108 points.
• FTSE: -0.5% to 8,300 points.
• EuroStoxx: -0.4% to 510 points.
• Spot gold: +0.2% to $US2,654/ounce.
• Brent crude: -0.8% to $US73.89/barrel.
• Iron ore: +0.8% to $US104.75/tonne.
• Bitcoin: +4.9% to $US106,290.

Source: ABC

What’s happening in small caps?

1. Astral Resources NL (ASX:AAR) has reported assay results for a 21-hole, 3,702-metre infill program at the Iris Deposit, part of the 100%-owned Mandilla Gold Project, 70 kilometres south of Kalgoorlie in WA.
2. FireFly Metals Ltd (ASX:FFM) has commenced trading on the main board of the Toronto Stock Exchange (TSX) under the symbol FFM.
3. Sovereign Metals Ltd (ASX:SVM, OTC:SVMLF, AIM:SVML) says the test pit mined during the Pilot Mining and Land Rehabilitation Program at its Kasiya Rutile-Graphite Project in Malawi has been successfully backfilled.
4. Sprintex Ltd (ASX:SIX) has secured an A$17.5 million minimum order commitment from Air End Repair Ltd, contributing to a current total global minimum order value of A$30 million through recent exclusive distribution agreements in UK, Türkiye and India.
5. Buru Energy Ltd (ASX:BRU, OTC:BRNGF) has made progress across several work fronts associated with its re-focused strategy to deliver enduring cashflows built on the foundation Rafael Project, with partnering and gas/liquids offtake discussions underway.

• HEALWELL AI has entered into an agreement to acquire
  100% of the shares of Auckland, New Zealand based Orion
  Health Holdings Limited (“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 two
  organisations are perfectly aligned on a combined mission to
  revolutionize healthcare through AI and data-driven
  innovation positioning HEALWELL as a global leader in
  healthcare technology. The integration of HEALWELL’s AI
  into Orion Health’s Amadeus and Virtuoso platforms is
  highly synergistic, unlocking new opportunities in
  population health management, clinical research and
  preventative care.
• Orion Health1 has close to 400
  employees with offices in 11 countries globally. Its
  software solutions currently support over 70 public and
  private sector customers representing a population of 150
  million lives world-wide. Orion Health1 is expected to
  generate over $100m CAD in revenues mostly from subscription
  license and services and over $20m CAD in EBITDA2 in
  calendar 2025.
• HEALWELL will pay approximately $144m
  CAD upfront of which a minimum of $86m CAD will be paid in
  cash and the balance will be paid in HEALWELL stock in
  addition to $20.5m CAD in a 3-year performance earnout to
  acquire Orion Health. 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 $50m CAD (the “Offering”),
  with the balance expected to be covered with debt provided
  by a Schedule 1 bank.
• J.P. Morgan acted as financial
  advisor to HEALWELL on the acquisition.

TORONTO,
Dec. 16, 2024 (GLOBE NEWSWIRE) — HEALWELL AI Inc.
(“HEALWELL” or the
“Company”) (TSX: AIDX, OTCQX: HWAIF), a
healthcare artificial intelligence company focused on
preventative care, is pleased to announce that it has
entered into an agreement to acquire 100% of the shares of
Auckland, New Zealand based Orion Health Holdings Limited, a
subscription license and services revenue business serving
marquee public sector clients globally with data
interoperability and healthcare navigation products and
services after the concurrent divestiture of Orion
Health’s divisions that are non-strategic to HEALWELL, for
total consideration of $200m NZD or $165m CAD (the
“Transaction”). The acquisition of
Orion Health and concurrent divestment of non-strategic
divisions will represent a transformative milestone in
HEALWELL’s journey to become a global leader in healthcare
technology and artificial intelligence. Orion Health is
expected to generate revenue of more than $100m CAD with
EBITDA2 of over $20m CAD in calendar 2025.

Orion
Health is a leader in global healthcare technology, with
over 70 worldwide customers in 11 countries. This
acquisition will provide HEALWELL with a significant
muti-jurisdictional platform to deliver its best-in-class
AI-driven solutions by integrating them with Orion
Health’s advanced healthcare data infrastructure
capabilities. Orion Health’s software solutions currently
serve a population approaching 150 million lives globally;
which will materially expand HEALWELL’s footprint to
execute against its mission of early disease
detection.

“The Acquisition of Orion Health is a
major game-changer in the development of HEALWELL’s
trajectory as a company,” said Hamed Shahbazi, Chairman of
HEALWELL. “Orion Health brings significant large
enterprise customers, recurring revenues, strong operating
margins and free cashflow conversion to HEALWELL while
providing a significant new channel for the distribution of
its best-in-class AI products and services. Our
organisations share a vision and mission to revolutionize
healthcare through AI and data-driven innovation. This
transaction will singlehandedly propel HEALWELL into being a
profitable and cash generative company while providing
significant new opportunities for its future capital
allocation and M&A strategy.”

Orion Health is a
global leader in the development and deployment of data
management platforms at scale, delivering healthcare
information intelligence through their advanced Virtuoso
Digital Front Door (DFD) and Amadeus Digital Care Record
(DCR) platforms. Their ability to aggregate data from
multiple sources and knit it together for healthcare
practitioners to have seamless data flow across multiple
complex health systems benefits patients but also delivers
population scale data.

These platforms have won Orion
Health long-term contracts in some of the largest countries
and regions globally. Australia and New Zealand, the NHS in
the UK and North America are their strongest markets with
Canada being their largest regional market. The Province of
Ontario is implementing both the DCR and DFD solutions while
the Province of Alberta has been a DCR customer for more
than 20 years. Orion Health’s Amadeus and Virtuoso
platforms are expected to become key drivers of HEALWELL’s
future growth.

Founder and majority shareholder of
Orion Health, Ian McCrae commented, “Innovation is in
Orion Health’s DNA and HEALWELL inherits two world-class
market-leading solutions in Amadeus and Virtuoso. HEALWELL,
with the resources they have, will take these solutions to a
new level of excellence. HEALWELL’s commitment to
maintaining and investing in R&D in New Zealand was of
huge importance for me. We’re writing a new chapter in
Orion Health’s history and HEALWELL is the right
organisation to take it to the next level and deliver better
healthcare experiences for all.”

Amadeus is a
Digital Care Record (DCR) platform that consolidates patient
data across care settings, enabling enhanced care
coordination and population health management. Virtuoso is a
Digital Front Door (DFD) platform that offers an integrated
patient and population engagement platform, enabling
end-to-end healthcare navigation and management.

Both
Amadeus and Virtuoso platforms are trusted by governments,
health systems, and commercial payers worldwide and bring
proven capabilities to streamline healthcare workflows,
reduce clinician burnout, and improve health
equity.

In Canada, its 20+ year partnership with
Alberta Netcare stands out as one of Orion Health’s
largest DCR implementations, integrating data from over 120
clinical sources to create unified patient records. This
system, with more than 1.2 billion clinician screen views
and 70,000 clinical users, enhances e-referrals and
clinician collaboration across care settings. In Ontario,
the Virtuoso platform underpins the province’s
“digital-first” health policy by supporting Ontario
Health 811, a scalable portal that provides 24/7 health
advice to 15 million users, reducing emergency care
pressures while connecting patients to digital
care.

Dr. Alexander Dobranowski, CEO of HEALWELL,
commented, “We are very pleased to welcome the skilled and
talented Orion Health team to HEALWELL. Together we will
deliver on our combined mission to revolutionize healthcare
through AI and data-driven innovation. The integration of
Amadeus and Virtuoso will position HEALWELL as a global
leader in healthcare technology and artificial intelligence.
These platforms will enable us to deliver unparalleled
solutions that drive efficiency, improve patient outcomes,
and empower healthcare providers worldwide. We look forward
to completing the transaction and delivering long-term value
to our customers, partners, and stakeholders together, as we
redefine what’s possible in healthcare.”

The
acquisition of Orion Health will provide opportunities for
global health systems to access HEALWELL’s best-in-class
AI technology to deliver actionable insights and drive
better healthcare outcomes. It also significantly scales
HEALWELL’s platform by deepening its penetration into the
public sector, supported by Orion Health’s long-standing
government relationships and broader customer base.
Moreover, the acquisition will unlock substantial revenue
synergy potential, as well as improved operational
efficiencies and cost savings through shared services with
WELL Health Technologies Corp., HEALWELL’s largest
investor and strategic partner. Collectively, these
advantages will strengthen HEALWELL’s financial profile,
creating a larger, scalable business with substantial growth
and value-creation potential.

Brad Porter, CEO of
Orion Health commented, “This is a transformational moment
in Orion Health’s history, strengthening its position as a
world leader in population health management and combining
it with the powerful AI capabilities of HEALWELL. Joining
the HEALWELL family will make Orion Health stronger than
ever, creating significant momentum. We anticipate that 2025
will be one of our best and most profitable years to date.
There is so much potential with our combined capabilities to
meet unmet health needs in ways that could be game-changing
for the health of entire communities. When we link up data
and insights with AI-assisted action, we will see data
saving lives on a scale not seen before. It’s truly
exciting.”

Transaction Overview

HEALWELL
will acquire 100% of the shares of Orion Health, following
the concurrent divestiture of Orion Health’s non-strategic
assets, for an aggregate purchase price of $175 million NZD
plus a performance based earnout of up to a further $25
million NZD. On closing, HEALWELL will satisfy the purchase
price of $144 million CAD with a combination of $86 million
CAD in cash and $57.4 million CAD in HEALWELL Class A
Subordinate Voting shares (“Shares”)
priced with reference to the related financing. The
Transaction is expected to close on or before April 1st,
2025 subject to regulatory approval, approval from the
Toronto Stock Exchange (the
“Exchange”), divestment of the
non-strategic assets, and exercise of a call option to
consolidate minority share positions in Orion Health with
the major shareholder. The purchase price is expected to be
financed through a combination of up to $50 million CAD in
senior bank debt provided by a Canadian Schedule I bank and
the net proceeds of the Offering. The $57.4 million CAD of
equity issued as part of the purchase price will be issued
at a deemed price of $1.61 per share.

The Offering
will be completed on a “bought deal” private placement
basis and will be co-lead by Eight Capital and Scotiabank,
on behalf of a syndicate of underwriters (the
“Underwriters”). The Offering will
consist of: (i) 10,000,000 subscription receipts of the
Company (the “Subscription Receipts”)
at a price of $2.00 per Subscription Receipt; and (ii)
31,250 convertible debentures of the Company (the
“Convertible Debentures”) by way of
private placement on a “bought deal” basis at a price
per Convertible Debenture of $960, for total gross proceeds
of $50,000,000.

The Convertible Debentures will be
issued with a 4% original issue discount and will be
convertible into Shares at a price of $2.40 per Share. The
Company may force the conversion of all of the principal
amount of the then outstanding Convertible Debentures at a
price of $2.40 per Share on not less than 30 days’ notice
should, at any time following the date that is 4 months and
1 day following the issue date, the daily volume weighted
average trading price of the Shares be greater than $3.85
for any 10 consecutive trading days.

The Convertible
Debentures will bear interest at the rate of 10% per annum,
payable semi-annually in arrears on June 30 and December 31
of each year, beginning on June 30, 2025. The Convertible
Debentures will mature on December 31, 2029, unless earlier
repurchased, redeemed, or converted in accordance with their
terms.

The Convertible Debentures will not be
redeemable at the Company’s option prior to December 31,
2027. On or after January 1, 2028, the Convertible
Debentures will be redeemable at the Company’s option, in
whole or in part, at a price equal to 110% of the principal
amount of the Convertible Debentures to be redeemed, plus
accrued and unpaid interest to, but excluding, the
redemption date.

Each Subscription Receipt will
entitle the holder thereof to receive, upon satisfaction of
the Release Conditions (as defined below), for no additional
consideration, one unit of the Company consisting of one
Share and one-half of one Share purchase warrant, with each
whole warrant exercisable at a price of $2.50 for a period
of 36 months following the closing of the
Offering.

The gross proceeds of the Subscription
Receipt portion of the Offering, less 50% of the
Underwriters’ cash commission (as described below) and
certain expenses of the Underwriters, will be deposited in
escrow on closing of the Offering until the satisfaction of
certain release conditions, including that all conditions
precedent to the Transaction have been met (the
“Release Conditions”). In the event
that the Release Conditions have not been satisfied prior to
5:00 p.m. (Vancouver Time) on June 30, 2025, or the Company
advises the Underwriters or announces to the public that it
does not intend to satisfy the Release Conditions or that
the Transaction has been terminated, the aggregate issue
price of the Subscription Receipts (plus any interest earned
thereon) shall be returned to the applicable holders of the
Subscription Receipts, and such Subscription Receipts shall
be automatically cancelled and be of no further force and
effect.

The Company has granted the Underwriters an
option to offer for sale up to an additional 15% of the
Subscription Receipts, exercisable in whole or in part at
any time for a period of up to 48 hours prior to the closing
date.

Completion of the Offering will be subject to
various conditions, including the approval of the Exchange.
As the Transaction and Offering will exceed 25% of the
number of HEALWELL’s current issued and outstanding
shares, HEALWELL is required to obtain shareholder approval
from shareholders holding at least a majority of the voting
power of the Company.

J.P. Morgan acted as financial
advisor to HEALWELL on the acquisition.

Dr.
Alexander Dobranowski
Chief Executive
Officer
HEALWELL AI Inc.

About
HEALWELL

HEALWELL is a healthcare artificial
intelligence company focused preventative care. Its mission
is to improve healthcare and save lives through early
identification and detection of disease. Using its own
proprietary technology, the Company is developing and
commercializing advanced clinical decision support systems
that can help healthcare providers detect rare and chronic
diseases, improve efficiency of their practice and
ultimately help improve patient health outcomes. HEALWELL is
executing a strategy centered around developing and
acquiring technology and clinical sciences capabilities that
complement the Company’s road map. HEALWELL is publicly
traded on the Toronto Stock Exchange under the symbol
“AIDX” and on the OTC Exchange under the symbol
“HWAIF”. To learn more about HEALWELL, please visit https://healwell.ai/.

About
ORION HEALTH

Orion Health is a global healthcare
technology company focused on reimagining healthcare for
all. Orion Health is leading the change in digital health
with health and care organizations to improve the wellbeing
of every individual with our world leading Unified
Healthcare Platform. Made up of a Virtuoso digital front
door, Amadeus digital care record, and Orchestral health
intelligence platform – each underpinned by extensive health
and social data sets, machine learning, and 30 years of
innovation focused purely on improving global well-being. www.orionhealth.com.

• HEALWELL
  AI has entered into an agreement to acquire 100% of the
  shares of Auckland, New Zealand based Orion Health Holdings
  Limited (“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 two organisations are perfectly
  aligned on a combined mission to revolutionize healthcare
  through AI and data-driven innovation positioning HEALWELL
  as a global leader in healthcare technology. The integration
  of HEALWELL’s AI into Orion Health’s Amadeus and
  Virtuoso platforms is highly synergistic, unlocking new
  opportunities in population health management, clinical
  research and preventative care.
• Orion Health1 has
  close to 400 employees with offices in 11 countries
  globally. Its software solutions currently support over 70
  public and private sector customers representing a
  population of 150 million lives world-wide. Orion Health1 is
  expected to generate over $100m CAD in revenues mostly from
  subscription license and services and over $20m CAD in
  EBITDA2 in calendar 2025.
• HEALWELL will pay
  approximately $144m CAD upfront of which a minimum of $86m
  CAD will be paid in cash and the balance will be paid in
  HEALWELL stock in addition to $20.5m CAD in a 3-year
  performance earnout to acquire Orion Health. 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 $50m CAD (the
  “Offering”), with the balance expected
  to be covered with debt provided by a Schedule 1
  bank.
• J.P. Morgan acted as financial advisor to
  HEALWELL on the acquisition.

TORONTO, Dec. 16,
2024 (GLOBE NEWSWIRE) — HEALWELL AI Inc.
(“HEALWELL” or the
“Company”) (TSX: AIDX, OTCQX: HWAIF), a
healthcare artificial intelligence company focused on
preventative care, is pleased to announce that it has
entered into an agreement to acquire 100% of the shares of
Auckland, New Zealand based Orion Health Holdings Limited, a
subscription license and services revenue business serving
marquee public sector clients globally with data
interoperability and healthcare navigation products and
services after the concurrent divestiture of Orion
Health’s divisions that are non-strategic to HEALWELL, for
total consideration of $200m NZD or $165m CAD (the
“Transaction”). The acquisition of
Orion Health and concurrent divestment of non-strategic
divisions will represent a transformative milestone in
HEALWELL’s journey to become a global leader in healthcare
technology and artificial intelligence. Orion Health is
expected to generate revenue of more than $100m CAD with
EBITDA2 of over $20m CAD in calendar 2025.

Orion
Health is a leader in global healthcare technology, with
over 70 worldwide customers in 11 countries. This
acquisition will provide HEALWELL with a significant
muti-jurisdictional platform to deliver its best-in-class
AI-driven solutions by integrating them with Orion
Health’s advanced healthcare data infrastructure
capabilities. Orion Health’s software solutions currently
serve a population approaching 150 million lives globally;
which will materially expand HEALWELL’s footprint to
execute against its mission of early disease
detection.

“The Acquisition of Orion Health is a
major game-changer in the development of HEALWELL’s
trajectory as a company,” said Hamed Shahbazi, Chairman of
HEALWELL. “Orion Health brings significant large
enterprise customers, recurring revenues, strong operating
margins and free cashflow conversion to HEALWELL while
providing a significant new channel for the distribution of
its best-in-class AI products and services. Our
organisations share a vision and mission to revolutionize
healthcare through AI and data-driven innovation. This
transaction will singlehandedly propel HEALWELL into being a
profitable and cash generative company while providing
significant new opportunities for its future capital
allocation and M&A strategy.”

Orion Health is a
global leader in the development and deployment of data
management platforms at scale, delivering healthcare
information intelligence through their advanced Virtuoso
Digital Front Door (DFD) and Amadeus Digital Care Record
(DCR) platforms. Their ability to aggregate data from
multiple sources and knit it together for healthcare
practitioners to have seamless data flow across multiple
complex health systems benefits patients but also delivers
population scale data.

These platforms have won Orion
Health long-term contracts in some of the largest countries
and regions globally. Australia and New Zealand, the NHS in
the UK and North America are their strongest markets with
Canada being their largest regional market. The Province of
Ontario is implementing both the DCR and DFD solutions while
the Province of Alberta has been a DCR customer for more
than 20 years. Orion Health’s Amadeus and Virtuoso
platforms are expected to become key drivers of HEALWELL’s
future growth.

Founder and majority shareholder of
Orion Health, Ian McCrae commented, “Innovation is in
Orion Health’s DNA and HEALWELL inherits two world-class
market-leading solutions in Amadeus and Virtuoso. HEALWELL,
with the resources they have, will take these solutions to a
new level of excellence. HEALWELL’s commitment to
maintaining and investing in R&D in New Zealand was of
huge importance for me. We’re writing a new chapter in
Orion Health’s history and HEALWELL is the right
organisation to take it to the next level and deliver better
healthcare experiences for all.”

Amadeus is a
Digital Care Record (DCR) platform that consolidates patient
data across care settings, enabling enhanced care
coordination and population health management. Virtuoso is a
Digital Front Door (DFD) platform that offers an integrated
patient and population engagement platform, enabling
end-to-end healthcare navigation and management.

Both
Amadeus and Virtuoso platforms are trusted by governments,
health systems, and commercial payers worldwide and bring
proven capabilities to streamline healthcare workflows,
reduce clinician burnout, and improve health
equity.

In Canada, its 20+ year partnership with
Alberta Netcare stands out as one of Orion Health’s
largest DCR implementations, integrating data from over 120
clinical sources to create unified patient records. This
system, with more than 1.2 billion clinician screen views
and 70,000 clinical users, enhances e-referrals and
clinician collaboration across care settings. In Ontario,
the Virtuoso platform underpins the province’s
“digital-first” health policy by supporting Ontario
Health 811, a scalable portal that provides 24/7 health
advice to 15 million users, reducing emergency care
pressures while connecting patients to digital
care.

Dr. Alexander Dobranowski, CEO of HEALWELL,
commented, “We are very pleased to welcome the skilled and
talented Orion Health team to HEALWELL. Together we will
deliver on our combined mission to revolutionize healthcare
through AI and data-driven innovation. The integration of
Amadeus and Virtuoso will position HEALWELL as a global
leader in healthcare technology and artificial intelligence.
These platforms will enable us to deliver unparalleled
solutions that drive efficiency, improve patient outcomes,
and empower healthcare providers worldwide. We look forward
to completing the transaction and delivering long-term value
to our customers, partners, and stakeholders together, as we
redefine what’s possible in healthcare.”

The
acquisition of Orion Health will provide opportunities for
global health systems to access HEALWELL’s best-in-class
AI technology to deliver actionable insights and drive
better healthcare outcomes. It also significantly scales
HEALWELL’s platform by deepening its penetration into the
public sector, supported by Orion Health’s long-standing
government relationships and broader customer base.
Moreover, the acquisition will unlock substantial revenue
synergy potential, as well as improved operational
efficiencies and cost savings through shared services with
WELL Health Technologies Corp., HEALWELL’s largest
investor and strategic partner. Collectively, these
advantages will strengthen HEALWELL’s financial profile,
creating a larger, scalable business with substantial growth
and value-creation potential.

Brad Porter, CEO of
Orion Health commented, “This is a transformational moment
in Orion Health’s history, strengthening its position as a
world leader in population health management and combining
it with the powerful AI capabilities of HEALWELL. Joining
the HEALWELL family will make Orion Health stronger than
ever, creating significant momentum. We anticipate that 2025
will be one of our best and most profitable years to date.
There is so much potential with our combined capabilities to
meet unmet health needs in ways that could be game-changing
for the health of entire communities. When we link up data
and insights with AI-assisted action, we will see data
saving lives on a scale not seen before. It’s truly
exciting.”

Transaction Overview

HEALWELL
will acquire 100% of the shares of Orion Health, following
the concurrent divestiture of Orion Health’s non-strategic
assets, for an aggregate purchase price of $175 million NZD
plus a performance based earnout of up to a further $25
million NZD. On closing, HEALWELL will satisfy the purchase
price of $144 million CAD with a combination of $86 million
CAD in cash and $57.4 million CAD in HEALWELL Class A
Subordinate Voting shares (“Shares”)
priced with reference to the related financing. The
Transaction is expected to close on or before April 1st,
2025 subject to regulatory approval, approval from the
Toronto Stock Exchange (the
“Exchange”), divestment of the
non-strategic assets, and exercise of a call option to
consolidate minority share positions in Orion Health with
the major shareholder. The purchase price is expected to be
financed through a combination of up to $50 million CAD in
senior bank debt provided by a Canadian Schedule I bank and
the net proceeds of the Offering. The $57.4 million CAD of
equity issued as part of the purchase price will be issued
at a deemed price of $1.61 per share.

The Offering
will be completed on a “bought deal” private placement
basis and will be co-lead by Eight Capital and Scotiabank,
on behalf of a syndicate of underwriters (the
“Underwriters”). The Offering will
consist of: (i) 10,000,000 subscription receipts of the
Company (the “Subscription Receipts”)
at a price of $2.00 per Subscription Receipt; and (ii)
31,250 convertible debentures of the Company (the
“Convertible Debentures”) by way of
private placement on a “bought deal” basis at a price
per Convertible Debenture of $960, for total gross proceeds
of $50,000,000.

The Convertible Debentures will be
issued with a 4% original issue discount and will be
convertible into Shares at a price of $2.40 per Share. The
Company may force the conversion of all of the principal
amount of the then outstanding Convertible Debentures at a
price of $2.40 per Share on not less than 30 days’ notice
should, at any time following the date that is 4 months and
1 day following the issue date, the daily volume weighted
average trading price of the Shares be greater than $3.85
for any 10 consecutive trading days.

The Convertible
Debentures will bear interest at the rate of 10% per annum,
payable semi-annually in arrears on June 30 and December 31
of each year, beginning on June 30, 2025. The Convertible
Debentures will mature on December 31, 2029, unless earlier
repurchased, redeemed, or converted in accordance with their
terms.

The Convertible Debentures will not be
redeemable at the Company’s option prior to December 31,
2027. On or after January 1, 2028, the Convertible
Debentures will be redeemable at the Company’s option, in
whole or in part, at a price equal to 110% of the principal
amount of the Convertible Debentures to be redeemed, plus
accrued and unpaid interest to, but excluding, the
redemption date.

Each Subscription Receipt will
entitle the holder thereof to receive, upon satisfaction of
the Release Conditions (as defined below), for no additional
consideration, one unit of the Company consisting of one
Share and one-half of one Share purchase warrant, with each
whole warrant exercisable at a price of $2.50 for a period
of 36 months following the closing of the
Offering.

The gross proceeds of the Subscription
Receipt portion of the Offering, less 50% of the
Underwriters’ cash commission (as described below) and
certain expenses of the Underwriters, will be deposited in
escrow on closing of the Offering until the satisfaction of
certain release conditions, including that all conditions
precedent to the Transaction have been met (the
“Release Conditions”). In the event
that the Release Conditions have not been satisfied prior to
5:00 p.m. (Vancouver Time) on June 30, 2025, or the Company
advises the Underwriters or announces to the public that it
does not intend to satisfy the Release Conditions or that
the Transaction has been terminated, the aggregate issue
price of the Subscription Receipts (plus any interest earned
thereon) shall be returned to the applicable holders of the
Subscription Receipts, and such Subscription Receipts shall
be automatically cancelled and be of no further force and
effect.

The Company has granted the Underwriters an
option to offer for sale up to an additional 15% of the
Subscription Receipts, exercisable in whole or in part at
any time for a period of up to 48 hours prior to the closing
date.

Completion of the Offering will be subject to
various conditions, including the approval of the Exchange.
As the Transaction and Offering will exceed 25% of the
number of HEALWELL’s current issued and outstanding
shares, HEALWELL is required to obtain shareholder approval
from shareholders holding at least a majority of the voting
power of the Company.

J.P. Morgan acted as financial
advisor to HEALWELL on the acquisition.

Dr.
Alexander Dobranowski
Chief Executive
Officer
HEALWELL AI Inc.

About
HEALWELL

HEALWELL is a healthcare artificial
intelligence company focused preventative care. Its mission
is to improve healthcare and save lives through early
identification and detection of disease. Using its own
proprietary technology, the Company is developing and
commercializing advanced clinical decision support systems
that can help healthcare providers detect rare and chronic
diseases, improve efficiency of their practice and
ultimately help improve patient health outcomes. HEALWELL is
executing a strategy centered around developing and
acquiring technology and clinical sciences capabilities that
complement the Company’s road map. HEALWELL is publicly
traded on the Toronto Stock Exchange under the symbol
“AIDX” and on the OTC Exchange under the symbol
“HWAIF”. To learn more about HEALWELL, please visit https://healwell.ai/.

About
ORION HEALTH

Orion Health is a global healthcare
technology company focused on reimagining healthcare for
all. Orion Health is leading the change in digital health
with health and care organizations to improve the wellbeing
of every individual with our world leading Unified
Healthcare Platform. Made up of a Virtuoso digital front
door, Amadeus digital care record, and Orchestral health
intelligence platform – each underpinned by extensive health
and social data sets, machine learning, and 30 years of
innovation focused purely on improving global well-being. www.orionhealth.com.

© Scoop Media

Scotiabank has secured the approval from the Board of Governors of the US Federal Reserve System to proceed with its second phase of investment for an additional 10% of KeyCorp.  

This move will increase Scotiabank’s stake in US regional lender KeyCorp to 14.9%. 

In August 2024, Scotiabank disclosed that it plans to acquire a 14.9% stake in KeyCorp for around $2.8bn through a two-phase approach.  

The initial phase, which helped Scotiabank secure a 4.9% stake in KeyCorp, was completed in August. 

KeyCorp has a presence across 15 states and operates around 1,000 branches.  

It provides a suite of services, including commercial and retail banking, in addition to investment advice. 

Scotiabank anticipates that this investment will positively impact its earnings per share in the first year following the completion of the additional investment.  

Under the agreement, Scotiabank can nominate two individuals to KeyCorp’s board of directors, including a senior officer and an independent third-party director, pending KeyCorp’s consent. 

Last month, Scotiabank appointed Steven Van Wyk to its board of directors, with immediate effect. 

Scotiabank, a provider of financial services including personal and commercial banking, wealth management, private banking, corporate and investment banking, and capital markets, has assets worth nearly $1.4tn as of 31 July 2024. 

The bank is listed on both the Toronto Stock Exchange and New York Stock Exchange. 

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In 2010, brothers Sam and Jasvir Johal started a used-truck dealership in Mississauga, and over the next decade their business grew at a blistering pace across Canada and the United States. As it expanded, Pride Group Holdings Inc. morphed into a conglomerate that offered new and used truck sales, leasing and financing, logistics, equipment maintenance, fuel sales and roadside rescue.

It was a wildly profitable enterprise. In 2021, amid the pandemic’s supply chain bottlenecks, privately held Pride made $123-million in profit, then topped that the following year with a profit of $183-million.

And then it unravelled. Consumer spending on goods slowed after central banks started hiking interest rates, triggering what is known as a “freight recession.” By early 2024, Pride had defaulted on more than 40 loans, and in March, the company filed for creditor protection with $2.1-billion in liabilities.

It was exactly what an industry of Bay Street advisers had been waiting for.

Until recently, business prospects for financial experts and lawyers who specialize in corporate insolvencies and restructurings had been slow. Throughout the pandemic, federal financial supports and ultra-low interest rates kept companies afloat, so there wasn’t much work to go around.

Corporate insolvencies are now climbing quickly, up 57 per cent year-over-year for the twelve months ending Sept. 30, according to the Office of the Superintendent of Bankruptcy. But what advisers really pray for are complex, hairy deals like Pride’s downfall.

Since the trucking company filed for protection under the Companies’ Creditors Arrangement Act (CCAA), 49 advisory firms have been hired to provide legal, financial and restructuring advice in Canada and the U.S. – and more than 125 advisers are now working on the case.

The volume of work will keep them busy for years, but the fees are the real thrill. Top lawyers and financial advisers at Bay Street law and accounting firms now routinely charge around $1,300 an hour for this type of work, according to court filings reviewed by The Globe and Mail.

For context, bankruptcy fees are in the top quartile of all fees charged by law firms, said Chuck Chandler, the chief executive officer of Boston-based Valeo Partners, which tracks legal fees globally.

And it’s not just lawyers who benefit. Court-appointed receivers and monitors who take control of companies now routinely bill about $1,100 an hour. These firms include KSV Restructuring, FTI Consulting and Alvarez & Marsal, as well as divisions of the four big accounting firms – Ernst & Young, PricewaterhouseCoopers, Deloitte and KPMG.

The sweetener: These fees are considered senior claims in a bankruptcy or restructuring, so the advisers get their cheques before anyone else gets repaid.

How did the fees climb so high? It’s a confluence of factors, according to five sources, each of whom have spent decades working as legal advisers, board directors and/or investors who specialize in distressed companies. The Globe is not identifying them because they were not authorized to talk publicly – and speaking frankly could limit their colleagues’ chances of securing insolvency mandates.

To start, bankruptcies and restructurings are extremely technical operations, so expertise matters – and there isn’t a lot of it to go around. Bankruptcy law is a specialized world that requires years of training, and senior advisers can only handle so many files at one time. Often that means they aren’t angling for business by cutting rates; sometimes the work just falls to whomever is free.

At the same time, a lender who wants to be repaid by a bankrupt company isn’t going to risk paying $600 an hour only to be outmanoeuvred in court by someone with more experience who charges $1,300 and is working for a rival creditor.

Wall Street’s influence also cannot be ignored. Because the U.S. economy is so much larger than Canada’s, companies that need insolvency advice there tend to have more assets, and those assets can be sold off to fund expensive advisory fees. After cryptocurrency exchange FTX collapsed, more than US$325-million was paid to advisers working on its wind-down in the first year alone.

And because Wall Street fees are so lucrative, Bay Street firms quietly argue they can’t charge too much of a discount relative to their American peers lest they risk a brain drain of experts to the U.S. – something that took hold early in the pandemic.

Technically, judges are supposed to serve as a check and balance on the system. Receiverships and restructuring under creditor protection are public endeavours, so judges must approve fees for monitors, receivers and advisers.

Yet they rarely, if ever, say no to fee requests, according to the sources. “Nobody has any control. Not even the judge,” said one.

In the U.S., for instance, bankruptcy advisers learned long ago to shop their cases around to different judicial districts. “There used to be judges who imposed fee caps. Philadelphia was famous for US$200-an-hour limits,” said Lynn LoPucki, a law professor at the University of Florida who has written books about high fees in the bankruptcy process. “The result was simply that Philadelphia didn’t get any cases.”

There is also an unspoken symbiosis between judges and insolvency advisers. The judges who approve the fees often come from private practice themselves – and sometimes go back to it after retiring from the bench.

Ontario Justice Frank Newbould used to be the head of the commercial list in Toronto, which hears complex insolvency and restructuring cases such as the cross-border Nortel Networks bankruptcy litigation, during which professional fees topped $755-million worldwide. After retiring in 2017, Mr. Newbould went back to private practice and occasionally pops up on insolvency matters. His hourly rate in 2021: $1,250, according to a court filing.

More recently, Justice Thomas McEwen, who spent 14 years on the Ontario Superior Court and was also head of the commercial list before retiring in 2023, has set up his own advisory firm, McEwen Resolutions, and has been hired in the Pride Group restructuring as a mediator. (Pride’s advisers have not yet requested fee approvals, so hourly rates aren’t disclosed.)

Mr. McEwen and Mr. Newbould both declined to comment for this story.

At times, the expertise these advisers provide saves companies. Montreal-based Groupe Dynamite Inc., which owns the Garage and Dynamite clothing banners, sought creditor protection during the pandemic but has since roared back to life and just went public on the Toronto Stock Exchange.

But sometimes, a company is too damaged to carry on, which means its advisers are feasting on a carcass.

In Pride’s case, the Johal brothers initially hoped to restructure and get back to business stronger than ever, but once the advisers got to work, they realized most of the company wasn’t salvageable. In August, an Ontario judge approved a wind-down.

The same was true for private debt manager Bridging Finance Inc., which had $2.1-billion in assets when it was thrown into receivership in early 2021. The circumstances of its downfall are different than Pride’s – the Ontario Securities Commission alleged fraud by members of Bridging’s leadership team, and a tribunal recently found them guilty – but Bridging was also wound down, and its 26,000 investors, many of whom were retail buyers, will lose an estimated two-thirds of their money.

A year ago, Bridging’s receiver and lawyers were paid $43-million for their first two years of work. Bridging’s investors, meanwhile, have yet to receive a cent of recovered money.

The government of Canada sold its roughly 6% stake in Air Canada (AC, Montréal Trudeau) on December 11-12, The Globe and Mail newspaper reported.

Ministry of Finance spokeswoman Marie-France Faucher had already said in September that the government did not intend to be a long-term shareholder in the flag carrier. In April 2021, Ottawa invested CAD500 million Canadian dollars (USD398 million at the time) in the company’s Class B Voting shares, paying about CAD23.18 apiece. It became the airline’s biggest investor as part of a bailout package to improve the company’s finances during the COVID-19 pandemic.

According to The Globe and Mail, the government has now sold its stake at about CAD25 a share (USD17.60).

Air Canada was not immediately available for comment. The airline did not notify the transaction to the Toronto Stock Exchange.

In April 2021, as part of the support package, Air Canada had optional access to interest-bearing loans worth up to CAD5.3 billion (USD4.2 billion) through several separate credit facilities. It only used a fraction of these loans and withdrew from further financial support from the authorities in November 2021.

The loans and investment included a number of commitments, including offering refunds, protecting jobs, restarting domestic air services to remote communities, and remaining a customer of Canada’s aerospace sector.

Air Canada reported CAD2.3 billion (USD1.6 billion) in net profit for the third quarter of 2024, on operating revenue of CAD6.12 billion (USD4.3 billion).

Fairfax Financial has finalised the acquisition of the remaining 13.8% stake in Brit from OMERS, the pension plan for Ontario’s municipal employees.  

The transaction, valued at approximately $383m (C$546.1m), brings Fairfax’s ownership of Brit to 100%, which held 86.2% by acquiring the interest of OMERS. 

OMERS, with a history spanning more than 60 years, has been providing secure lifetime pensions to its members in Ontario.  

The pension plan boasts a team of investors and professionals, with a net asset value of $133.6bn as of 30 June 2024, marking it as one of Canada’s largest defined benefit pension plans. 

Recently, Brit and Ki announced that Ki will begin operating as an independent entity within the Fairfax Group from 1 January 2025. Ki, established by Brit in 2020 and running as Syndicate 1618 at Lloyd’s since 2021, is recognised as the fully digital follow syndicate in the industry. 

Fairfax, headquartered in Toronto, is a conglomerate with a primary focus on P&C insurance, reinsurance and investment management.  

In the third quarter of 2024, Fairfax reported net earnings of $1.03bn, equating to $42.62 net earnings per diluted share after preferred share dividends.  

This performance was largely due to increased adjusted operating income of $1.13bn and net gains on investments.  

As of 30 September 2024, the company’s book value per basic share stood at $1,033.18, a notable increase from $939.65 on 31 December 2023, even after accounting for a common share dividend of $15 paid earlier in the year. 

Earlier this year, Fairfax acquired, through its insurance company subsidiaries, 271,100 common shares of Ensign Energy Services for an aggregate purchase price of approximately C$657,092 through the facilities of the Toronto Stock Exchange. 

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