May 11, 2021
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Espoo, Finland, 11 May 2021: Nordhealth AS (the "Company" or "Nordhealth"), a leading provider of cloud-based Practice Management Software ("PMS") for veterinarians and therapists, today announces its intention to launch a private placement of shares in the Company (the “Offering") and a subsequent listing of the Company’s shares on Euronext Growth Oslo (the “Listing”).
Nordhealth is a cloud-based healthcare SaaS company whose mission is to redefine digital healthcare. The Company’s products empower healthcare professionals to improve patient care, increase efficiency and expand their business. Since 2005, the Company has acquired and built cloud-based software for veterinary and therapeutic professionals and their patients, and now serves more than 30,000 professionals across 7,000 clinics and hospitals located in over 25 countries.
Nordhealth’s flagship products are Provet Cloud and Diarium, which are developed for veterinarians and therapists, respectively. These leading PMS solutions include an extensive array of features including electronic medical records, patient workflow- and customer relationship management, unified communication services (SMS, Email, Voice), marketing automation, appointment calendars, online booking, shift scheduling, task management, billing, inventory management, and financial and operational reporting.
Provet Cloud and Diarium are open systems that seamlessly integrate with other proprietary software supplied by Nordhealth, including patient mobile apps, payment solutions, and an in-house telemedicine solution (Viivi Health). They can also be connected to third-party software such as accounting software, imaging devices, in-clinic lab devices, wholesalers, insurance companies and financial providers. Customers can also use the Provet Cloud and Diarium's REST API to build custom integrations.
Nordhealth has a solid footprint in the Nordic region and a growing presence internationally. The Company’s highly diversified customer base includes Tier 1 companies such as IVC Evidensia, AniCura, Coronaria, and Fysios.
The Offering and Listing on Euronext Growth support Nordhealth’s objective of being a global leader in the healthcare SaaS sector, and the continued execution of its proven two-pronged strategy of organic growth and acquisition-led expansion. To date, the Company has successfully acquired and integrated six acquisitions and plans to close another transaction shortly after the completion of the Offering. The Listing will also strengthen the Company’s ability to i) attract, retain and motivate talented personnel, ii) build a diversified long-term shareholder base that supports future growth and value creation, and iii) allow for a more liquid market for the Company’s shares.
Charles MacBain, Chief Executive Officer and majority owner at Nordhealth, said, “We are redefining how veterinarians and therapists care for their patients. Right now, there is a window of opportunity for Nordhealth to capture the shift from on-premise software to cloud-based practice management within our selected healthcare niches, through a combination of M&A and organic growth. Raising capital and becoming a listed company sets Nordhealth in a position where we can fully utilize this opportunity by increasing our scale and strengthening our product offering, to the benefit of all our stakeholders.”
Nordhealth, is headquartered in Espoo, Finland. The Group is remote-first, with more than 140 employees working either remotely or from offices (collaboration hubs), serving a global customer base.
In 2020, Nordhealth had total revenues of EUR 20 million and an adjusted EBITDA of EUR 4.4 million, respectively, based on unaudited combined financial statements for 2020 which includes recent acquisitions. The Company had Annual Recurring Revenues ("ARR") of EUR 21.4 million at the end of Q1 2021, based on its unaudited management accounts. The Company forecasts an ARR at year end 2021 of between EUR 23-25 million.
Nordhealth has been successful in growing recurring revenue streams (~85% of total revenue), as demonstrated by an ARR CAGR of 87% in the period from 2018 to 2020. The growth reflects the successful execution of the Company’s M&A strategy, having completed six acquisitions, combined with a strong underlying organic ARR CAGR of 46% in the same period. The organic growth is driven by customer user growth, upsells and price increases, supported by proactive customer acquisition strategies and greenfield entry into seven countries leveraging low-localization and regulation requirements in the chosen market segments.
The Offering is expected to comprise of a new share issue in the form of Class A shares of EUR 120 million, a sale of existing shares in the Company offered by a group of the Company’s existing shareholders, and a customary over-allotment option. The Company’s net proceeds from the Offering will be used to finance an already signed acquisition, future potential acquisitions, acceleration of organic growth initiatives and for general corporate purposes.
Four cornerstone investors have, subject to certain conditions, undertaken to subscribe for and be allocated shares for approx. EUR 73 million in the Offering based on a pre-money equity value of up to EUR 200 million. These investors comprise of funds advised by Capital Research and Management Company (EUR 25.6 million), funds managed by Paradigm Capital AG (EUR 20 million), Luxor Capital Group (EUR 15m million) and Grandeur Peak Global Advisors (USD 15 million / approx. EUR 12.5 million).
Subject to receiving the relevant approvals from the Oslo Stock Exchange, as well as prevailing equity capital market conditions, the Company is expected to have its first day of trading after admission to Euronext Growth Oslo in Q2 2021. Further announcements relating to the Offering and Listing will be made in due course.
Carnegie AS acts as sole bookrunner in respect to the Offering and Listing (the “Manager”). Advokatfirmaet Thommessen AS acts as legal counsel to the Company. Advokatfirmaet Haavind AS acts as legal counsel to the Manager.
This announcement is not for distribution or release, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic of China or Japan, or any other jurisdiction in which the distribution or release would be unlawful.
This announcement does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area nor elsewhere. With respect to any Member State of the European Economic Area (each an "EEA Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any EEA Member State. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intend", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Manager nor any of its respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is not a prospectus. No prospectus is required and no such prospectus or similar document will be published in connection with the Offering. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
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