VISIOMED GROUP – BewellConnect and Whealthy Care Solutions (WCS) join forces within BEWELLTHY – 01/11/2023 – 08:00

Paris, January 11, 2023

VISIOMED GROUP (FR0013481835 – ALVMG), a group dedicated to innovative health technologies and services, and the shareholders of WCS SRL (Italy) and WCS LLC (USA) (together “WCS”) announce the merger of WCS and BewellConnect within a joint new. enterprise named BEWELLTHY. This merger follows the signing of an agreement, announced on November 15, 2022[1], confirming the entry into exclusive negotiations for a merger between WCS and BewellConnect and describing the principal terms of this transaction. BEWELLTHY is currently 50.12% owned by WCS shareholders and 49.88% by Visiomed Group.

Presentation of the operation

Whealthy Care Solutions is a key player in the marketing and deployment of connected health products and services based on an ecosystem of innovative technologies. The economic model of WCS is based on a gatekeeping activity for health and well-being through the marketing of innovative technological solutions in telehealth (kits, terminals, connected health spaces) and the activation of recurring income (non-medical monitoring and evaluation, health control. – oops, teleconsultation).

BewellConnect, a historical subsidiary of the Visiomed Group and a pioneer in health-related solutions and teleconsultation, has been a reference technology partner of WCS for more than a year with significant successes such as the development of a teleconsultation booth offering for the Italian sales group hyper retail.

The creation of BEWELLTHY, a joint venture which will ultimately hold 100% of the shares of these entities, will bring together two complementary players under the same strategic vision and the implementation of value-creating synergies:

  • Commercial synergies: activation of contracts, implementation of a dynamic research process thanks to the development of knowledge, especially internationally;
  • Technological synergies: establishing an ecosystem of proven products and implementing an R&D strategy dedicated to BEWELLTHY’s new vision;
  • Medical synergies: a vision affirmed by the presence of medical referents in the field of teleconsultation making it possible to support and develop the BEWELLTHY ecosystem and offer according to medical trends;
  • Geographic synergies: a new entity consolidating clients in particular in the United States, Italy, France, Benelux and the Caribbean;
  • Human synergies: complementary teams working together for several months in deploying BewellConnect solutions and implementing the WCS business model with its customers.

This merger marks the culmination of the strategic review initiated in the spring of 2022 by the management of Visiomed Group for its subsidiary BewellConnect, especially around the study of commercial or capital partnership projects.

Rodolphe Bioche, President of BEWELLTHY, states: Our project takes on a new dimension with the creation of BEWELLTHY and the merging of WCS and BewellConnect activities. The commitment and investment of all shareholders and the motivation of the teams prove our ambition and allow us to create a new benchmark player in the connected health and wellness sector. »

Guillaume Bremond, President of Visiomed Group, concludes: “We are pleased to be part of the creation of a new company better equipped to meet the needs of the connected health market. The synergies are obvious and the complementarity of the BewellConnect and WCS teams will be a significant asset to ensure sustainable growth for the new entity. »

Thomas Picquette, CEO of Visiomed Group, adds: “Discussions around the realization of this operation were constructive and conclusive, we are happy to accompany BEWELLTHY, WCS and BewellConnect in this new adventure. The involvement of Visiomed Group will remain important to support this new entity, to enable it to take advantage of the opportunities and synergies between our subsidiaries and to continue to bring our vision of innovation and prevention to the heart of tomorrow’s offering. health care. »

Legal terms of operation

The operation was performed according to the following sequence:

  1. Contribution in kind by Visiomed Group to BEWELLTHY of 100% of the shares of BewellConnect SAS against 266,566 shares of BEWELLTHY with a nominal value of €1.00 per share and with an issue premium of €2.50 per share;
  1. Capital increase in cash by BEWELLTHY in the amount of €268,000 for the benefit of WCS shareholders (grouped within a holding company called ” Medsco Invest ”) awarded with 268,000 BEWELLTHY shares with a nominal value of €1.00;
  1. Visiomed Group’s contribution to BEWELLTHY in the amount of €268,000 in the form of the blocked partner’s current account.

All contribution operations and equity balances have been approved by independent experts who certify the contractual agreements signed between Visiomed Group and Medsco Invest.

A shareholders agreement was signed between Visiomed Group and Medsco Invest, setting out the governance and liquidity rules and arrangements within BEWELLTHY.

Thus, at the end of the operations described above:

  • BEWELLTHY will hold 100% of the securities of BewellConnect SAS;
  • Visiomed Group owns 49.88% of BEWELLTHY shareholders and WCS together hold 50.12% through Medsco Invest.
  • BEWELLTHY has cash of €536,000 contributed by its two shareholders, enabling the implementation of the development plan from 2023:
  • €268,000 contributed by Medsco Invest through capital increase;
  • €268,000 contributed by Visiomed Group for the blocked partner’s current account.
  • WCS shareholders have undertaken to sell to BEWELLTHY 100% of the shares of WCS SRL (Italy) and WCS LLC (USA) before January 31, 2023 for an amount of €1.00 and $1.00 respectively;
  • Visiomed Group and Medsco Invest allow themselves the possibility of additional financial contributions to support the expansion of the activity of the new entity.

Rodolphe Bioche, President and founder of Whealthy Care Solutions LLC and Whealthy Care Solutions SRL, assumes the Presidency of BEWELLTHY.

Rodolphe Bioche, Arianna Siepi (Director WCS SRL) and Visiomed Group (represented by Managing Director Thomas Picquette) constitute the Supervisory Committee of BEWELLTHY.

Accounting effects of the operation

At the conclusion of the operations carried out today, Visiomed Group leaves the presidency of BewellConnect and will not have control of BEWELLTHY. Therefore, the new entity BEWELLTHY will be consolidated under the equity method within the Visiomed Group from today.

As a reminder, BewellConnect, which has 12 employees, generated revenues of 2.4 million euros, normalized EBITDA of -0.8 million euros in the first half of 2022.

Pro forma impact on Visiomed Group’s published consolidated income statement as of June 30, 2022, including the equity method of the BewellConnect scope as of June 1er January 2022, is as follows:

on 06/30 – €m[2]
unaudited data – French standards
H1-2022 consolidated H1-2022 “pro forma” consolidated
after surgery
Consolidated circulation 8.8 6.4
Normalized EBITDA 0.0 0.8
Transition costs in France (0.4) (0.2)
Disputes in France (no provisions) +0.2 +0.2
Smart Salem non-recurring fees (0.4) (0.4)
Consolidated EBITDA (0.5) 0.4
Depreciation and amortization (1.2) (1.1)
Fee transfer 0.0 0.0
Consolidated operating result (1.7) (0.8)

Transaction Risks

Operational risk : BEWELLTHY’s model is based on selling related health products and services to its current and prospective customers. These sales remain temporary and may not be binding on the date of termination of operation.

Liquidity risk : the operation does not represent a liquidity risk for Visiomed Group. On January 9, after carrying out various operations of contribution and financing of the BEWELLTHY current account, Visiomed Group posted consolidated gross cash of 2.2 million euros.

About Visiomed Group

Created in 2007, the Visiomed Group relies on a long experience in the health sector to invest in innovative health technologies and services in France and abroad.

The group now has two subsidiaries:

  • Smart Salem, the first digital medical analysis center accredited by the Dubai Ministry of Health (DHA) in the United Arab Emirates, 100% owned by Visiomed Group.

Smart Salem’s offering is based on knowledge in medical analysis, radiology and data analysis and processing to detect nearly 35 diseases in 7 minutes in a patient (in particular HIV, hepatitis and tuberculosis) providing reliable results. , exceptional readability and patient experience powered by advanced artificial intelligence and virtual reality technologies.

Smart Salem’s “Medical Fitness Assessment” offer, resulting from this knowledge, makes it possible to obtain a residence or work visa in the space of 30 minutes.

Smart Salem is a technology platform that offers many growth opportunities, as shown by the opening of the second center in Dubai in September 2022 and the authorization received to open a third center in the first quarter of 2023.

  • Bewellthy, established in 2022, a leading player in connected health solutions and teleconsultation and 49.88% owned by Visiomed Group.

Bewellthy offers an enriched technology universe that combines medical devices, software and “health and wellness concierge” services to meet all telehealth needs and use cases.

Bewellthy’s flagship product, VisioCheck, is the firsttime telemedicine station weighing less than 300g for health professionals, available in case, station or modular health space.

Bewellthy is now deploying its solutions and services in France and abroad, especially in Italy and the USA.

Headquartered in Paris, Visiomed Group is listed on Euronext Growth (ALVMG). More information on www.visiomed-group.com, smartsalem.ae AND www.bewell-connect.com.

contacts

Jérôme FABREGUETTES-LEIB Nawel NAAMANE
Investor relations Relations with the financial press
visiomed@actus.fr
Phone: 01 53 67 36 78

© Visiomed Group SA 2022. The brands mentioned are the property of their respective authors. Reproduction is prohibited, even in part, without prior authorization.


[1] Visiomed Group enters into exclusive discussions for the merger of its subsidiary BewellConnect and Whealthy Care Solutions (WCS)

[2] Average exchange rate H1-2022: EUR/AED = 4.0120

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