CPSI (NASDAQ: CPSI), a community healthcare solutions company, today
announced that it has entered into a definitive agreement to acquire Get
Real Health. Based in Rockville, Maryland, Get Real Health delivers
technology solutions to improve patient outcomes and engagement
strategies with care providers. Their broad set of cutting-edge products
have garnered awards for the company and its clients and earned them a
reputation as a vanguard in the healthcare information technology (IT)
industry. Through a decade of connected health deployments, Get Real
Health has established a presence in both domestic and international
healthcare markets. Collaborating with organizations like TELUS Health,
The University Hospital Southampton NHS Trust, and KeyHIE, Get Real
Health delivers solutions to government and private organizations in
Europe, Canada, Australia, and the United States.
Through this acquisition, CPSI will strengthen its position in community
healthcare by offering three new comprehensive patient engagement and
empowerment solutions that are offered by Get Real Health:
-
Ellie™ addresses the entire chronic care management process,
end-to-end, by investing patients in their own care and promoting
effective communication and interaction with their care managers; -
Instant PHR® is a patient portal built to promote more efficient
collaboration between the individual and their healthcare provider; and -
CHBase™ combines clinical data and personal health data to give a
complete view of a patient’s health story.
In addition, earlier this month, Get Real Health launched its latest
product, Lydia™, when it was identified by Microsoft as a destination
for HealthVault users to transition their existing data after the
pending retirement of HealthVault. Lydia™ is a trusted place where
people can organize, store, and share their health information with
family and healthcare providers.
“The demographics and population make-up of the communities we serve
support the growing demand for strategies and tools to address the
on-going management of chronic care conditions, which are prevalent in
these areas,” said Boyd Douglas, president and chief executive officer
of CPSI. “Helping our customers secure the future of community
healthcare is what we focus on each and every day. By acquiring Get Real
Health, we can continue this effort as providers evolve to a value-based
care delivery model.”
Get Real Health’s line of innovative patient-facing products will
complement CPSI’s existing offerings. CPSI acute and ambulatory
customers will be able to use InstantPHR and CHBase to engage their
patients in a much deeper way than traditional patient portals. The
company’s Ellie app will allow CPSI customers to improve their patients’
health outcomes while strengthening their own bottom lines. Get Real
Health also brings a decade’s worth of international business experience
and connections, opening potential new markets for CPSI’s existing
offerings. Conversely, CPSI’s greater resources and capabilities will
help Get Real Health scale to serve existing and new customers and
markets.
CPSI anticipates that this acquisition will yield approximately $1.0
million in annual cost synergies, primarily from the replacement of
CPSI’s existing patient engagement solutions. Additionally, the
acquisition is expected to be accretive to Adjusted EBITDA for 2019.
Robin Wiener, president, chief executive officer and founding partner of
Get Real Health, is excited about this future business combination.
“When we met the CPSI management team, there was an instant realization
that we could do something amazing together. In addition to the
opportunity to bring our solutions to hundreds of communities across the
United States already serviced by CPSI, we will continue to empower
patients around the world,” said Wiener.
Douglas added, “Our company culture and shared value of advancing
community healthcare is clear and will continue as an important mark of
distinction in the markets we serve.”
Transaction Summary
The contemplated total aggregate consideration to be paid by CPSI is
$11.0 million, payable in cash, subject to certain adjustments at and
after closing, as provided for in the purchase agreement, plus an
earn-out payment of up to a maximum of $14.0 million, depending on the
EBITDA performance of Get Real Health during 2019. The completion of the
transaction is subject to the satisfaction of customary closing
conditions, and is targeted to close in the second quarter of 2019.
To finance the transaction, CPSI will use a draw of approximately $11.0
million under its existing senior secured revolving credit facility.
About CPSI
CPSI is a leading provider of healthcare solutions and services for
community hospitals, their clinics and post-acute care facilities.
Founded in 1979, CPSI is the parent of three companies – Evident, LLC,
American HealthTech, Inc. and TruBridge, LLC. Our combined companies are
focused on helping improve the health of the communities we serve,
connecting communities for a better patient care experience, and
improving the financial operations of our customers. Evident provides
comprehensive EHR solutions for community hospitals and their affiliated
clinics. American HealthTech is one of the nation’s largest providers of
EHR solutions and services for post-acute care facilities. TruBridge
focuses on providing business, consulting and managed IT services, along
with its complete RCM solution for all care settings. For more
information, visit www.cpsi.com.
About Get Real Health
Get Real Health combines a world of new information from patients,
devices and apps with existing clinical data to help individuals and
healthcare professionals engage and empower each other. By giving
providers and patients the information and tools they need to work
together, we help our customers meet their ever-changing patient
engagement needs. We help them deliver value-based care, improve
outcomes, activate patients, increase patient loyalty and satisfaction,
all while meeting regulatory requirements. Visit: http://www.getrealhealth.com.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995, including but
not limited to statements relating to the anticipated acquisition of Get
Real Health and the timing and benefits thereof. As such, they are
subject to the occurrence of many events outside CPSI’s control and are
subject to various risk factors that could cause actual results to
differ materially from those expressed or implied in any forward-looking
statement. Risks include, without limitation, risks related to CPSI’s
ability to complete the acquisition of Get Real Health on the proposed
terms and schedule; whether CPSI or Get Real Health will be able to
satisfy their respective closing conditions related to the acquisition;
risks associated with business acquisition transactions, such as the
risk that the acquired business will not be integrated successfully,
that such integration may be more difficult, time-consuming or costly
than expected or that the expected benefits of the acquisition will not
occur; unexpected costs, liabilities, charges or expenses resulting from
the proposed acquisition; risks related to future opportunities and
plans for CPSI and Get Real Health following the acquisition, including
uncertainty of the expected financial performance and results of CPSI
following completion of the proposed acquisition; disruption from the
proposed acquisition, making it more difficult to conduct business as
usual or maintain relationships with customers, employees or suppliers;
the inability to retain key personnel; and the possibility that if CPSI
does not achieve the perceived benefits of the proposed acquisition as
rapidly or to the extent anticipated by financial analysts or investors,
the market price of CPSI’s common stock could decline. Numerous
other risks, uncertainties and other factors may cause actual results to
differ materially from those expressed in any forward-looking
statements. Such factors include risk factors described from time to
time in CPSI’s public releases and reports filed with the Securities and
Exchange Commission, including but not limited to, CPSI’s most recent
Annual Report on Form 10-K. We also caution investors that the
forward-looking information described herein represents CPSI’s outlook
only as of this date, and CPSI undertakes no obligation to update or
revise any forward-looking statements to reflect events or development
after the date of this press release.
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