VISIOMED GROUP: BewellConnect and Whealthy Care Solutions (WCS) join forces within BEWELLTHY – 01/11/2023 at 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 new joint venture named BEWELLTHY. This merger follows the signing of an agreement, announced on November 15, 2022

[1]

, validating the entry into exclusive negotiations for a merger between WCS and BewellConnect and outlining the main terms of this operation. 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 health and well-being concierge activity through the marketing of innovative technological solutions in telehealth (kits, terminals, connected health spaces) and the activation of recurring revenues (monitoring and rating not -medical, health check-ups, teleconsultation).

BewellConnect, a historical subsidiary of Visiomed Group and a pioneer in connected health and teleconsultation solutions, has been a reference technological partner of WCS for more than a year with significant successes such as the development of a teleconsultation cabin offer for the Italian retail group Iper.

The creation of BEWELLTHY, a joint venture which will eventually 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 prospecting process thanks to developing know-how, particularly internationally;

• Technological synergies: deployment of an ecosystem of proven products and implementation of 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 ecosystem and BEWELLTHY’s offer according to medical trends;

• Geographical 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 on the deployment of BewellConnect solutions and the implementation of 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, particularly around the study of commercial or capital partnership projects.

Rodolphe Bioche, President of BEWELLTHY, declares: “

Our project takes on a new dimension with the creation of BEWELLTHY and the merger of the activities of WCS and BewellConnect. The commitment and investment of all the shareholders and the motivation of the teams validate our ambition and allow us to create a new benchmark player in the connected health and well-being sector. »

Guillaume Bremond, President of Visiomed Group, completes:

“We are delighted 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 considerable asset in ensuring 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. Visiomed Group’s involvement will remain important to support this new entity, to enable it to benefit from the opportunities and synergies between our subsidiaries and to continue to bring our vision of innovation and prevention to the center of tomorrow’s healthcare offer. »

Legal terms of the operation

The operation was carried out according to the following sequence:

1. Contribution in kind by Visiomed Group to BEWELLTHY of 100% of BewellConnect SAS shares against 266,566 BEWELLTHY shares at a par 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
   
   ”) remunerated by 268,000 BEWELLTHY shares at a par value of €1.00;

1. Contribution by Visiomed Group to BEWELLTHY of an amount of €268,000 in the form of a blocked partner’s current account.

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

A shareholders’ agreement was signed between Visiomed Group and Medsco Invest, determining the rules and agreements of governance and liquidity within BEWELLTHY.

Thus, at the end of the operations described above:

• BEWELLTHY will hold 100% of the securities of BewellConnect SAS;

• Visiomed Group holds 49.88% of BEWELLTHY and WCS shareholders jointly hold 50.12% via 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 a capital increase;

• €268,000 contributed by Visiomed Group per blocked partner 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 respectively for an amount of €1.00 and $1.00;

• Visiomed Group and Medsco Invest allow themselves the possibility of additional financial contributions to support the deployment of the activity of the new entity.

Rodolphe Bioche, President and Founder of Whealthy Care Solutions LLC and Whealthy Care Solutions SRL, takes over the Presidency of BEWELLTHY.

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

Accounting impacts of the operation

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

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

The “pro forma” impact on the published consolidated income statement of Visiomed Group as of June 30, 2022, including the equity method of the BewellConnect scope as of June 1

^er

January 2022, is as follows:

Transaction Risks

Operational risk

: BEWELLTHY’s model is based on sales of connected health products and services to its current and future customers. These sales remain provisional and cannot be binding on the date of completion of the operation.

Liquidity risk

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

About Visiomed Group

Created in 2007, 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.
  

The Smart Salem offer is based on know-how 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) by offering reliable results. , readability and exceptional patient experience enabled by advanced artificial intelligence and virtual reality technologies.

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

Smart Salem is a technological platform offering many growth opportunities, as shown by the opening of the second center in Dubai in September 2022 and the authorization received for the opening of a third center in the first quarter of 2023.

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

Bewellthy offers an enriched technological universe combining medical devices, software and “health and well-being concierge” services to meet all the needs and use cases of telehealth.

Bewellthy’s flagship product, VisioCheck, is the 1

^time

telemedicine station weighing less than 300g for healthcare professionals, available in case, station or modular health space.

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

Based 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

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

[1]

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

[2]

H1-2022 average exchange rate: EUR/AED = 4.0120

© Copyright Actusnews Wire

Receive the company’s next press releases free of charge by email by subscribing to www.actusnews.com