VANCOUVER, British Columbia—CloudMD Software & Services Inc. (TSXV: DOC), a health care technology company focused on eyecare, announced that it has closed the previously announced acquisition of VisionPros, a vertically integrated digital eyewear platform. The deal was announced in February, 2021. Under the terms of the acquisition, CloudMD paid VisionPros shareholders $30 million in cash for 100 percent of the company’s outstanding securities, subject to an estimated negative net working capital adjustment of $995,353, plus $30 million in common shares of the company priced at $2.75 per common share.

In addition to the closing considerations, CloudMD may pay a performance-based earnout of up to an additional $40 million in common shares of the company or cash, based on VisionPros meeting certain performance milestones with respect to revenue and technological developments following closing.

CloudMD will pay an additional $10 million to vendors if VisionPros meets or exceeds the revenue target for the six months ending Dec. 31, 2021, and an additional $10 million if VisionPros meets or exceeds the revenue target for the year ending Dec. 31, 2022. CloudMD may pay vendors up to an additional $20 million upon the development of certain new technologies prior to Dec. 31, 2022.
 
The common shares will be subject to certain contractual restrictions on trading for a period of 24 months from the date of issuance. Additionally, CloudMD will pay a finders' fee to an arm's-length party in accordance with TSX Venture Exchange policies by issuing 986,842 common shares of the company at a deemed price of $3.04.

VisionPros delivers contact lenses and glasses right to a customer’s door, anywhere in North America, and at “a fraction of the cost of traditional retail optical stores,” according to CloudMD. The highly scaleable business model includes a rapidly growing, e-commerce platform and a suite of digital vision care tools. VisionPros also offers a competitively priced subscription offering, with flexible monthly billing options. The multi-disciplinary platform also includes a brick-and-mortar clinic, online/in-person dispensary and a lens laboratory that manufactures and distributes lenses to eyecare partners for their own affordable Kind eyewear line.

VisionPros’ digital platform shares many synergies with CloudMD’s existing platform and provides significant opportunities for cross-selling and integration, the companies said in a statement. The e-commerce platform gives CloudMD direct access to almost 1 million unique customer accounts and further secures its footprint across North America. VisionPros’ revenue for the year ended Dec.31, 2020, surpassed $22 million with adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) margin exceeding 10 percent.


CloudMD currently services a combined ecosystem of over 7,000 psychiatrists, approximately 4,500 therapists and counsellors, approximately 4,000 psychologists, over 22,000 family physicians, over 34,000 medical specialists, over 1,500 allied health professionals, over 500 clinics, and over 5 million individuals across North America.