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Noah Zivitz

Managing Editor, BNN Bloomberg

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CloudMD Software & Services Inc. is buying MindBeacon Holdings Inc. in a cash and stock deal, the companies announced Monday.

Under the terms of the transaction, MindBeacon shareholders will receive $1.22 in cash and 2.285 CloudMD shares for each share held. Based on seven-day volume weighted average prices through Nov. 12, the implied offer of $4.78 per share carries a 49 per cent premium, the companies said in their release.

The transaction unites a pair of Canadian companies that have seized on demand for online health care services during the pandemic.

When it closes, the deal will mark an abrupt end to MindBeacon’s life as a standalone company on the Toronto Stock Exchange.  It raised $65 million last December when it closed an initial public offering that was priced at $8.00 per share; its stock price hasn’t traded at that level since Apr. 13. As of Friday, MindBeacon’s shares had lost 74 per cent of their value since they peaked in February.

“The need for mental health treatment is accelerating daily. … Now, combined with CloudMD’s, end-to-end, whole-person care, our integrated solutions are truly unique and world-class. I’m excited about our future together and believe CloudMD is the ideal partner for our collective patients, customers and shareholders,” said MindBeacon Chief Executive Officer Dan Clark in a release.

The takeover is subject to shareholder approval, with a vote expected to take place in January, and other standard closing requirements.

Echelon Capital Markets advised CloudMD on the deal. MindBeacon was advised by TD Securities.

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