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TORONTO, July 07, 2025 (GLOBE NEWSWIRE) -- Vitalhub Corp. (TSX:VHI) (OTCQX:VHIBF) (the "Company” or "VitalHub”) is pleased to announce that it has acquired (the "Acquisition”) Novari Health Inc. ("Novari”), a leading healthcare software provider of patient flow solutions based in Canada.
Transaction Details
VitalHub has acquired Novari for total up-front consideration of $43.6 million, plus potential performance-based consideration. The purchase price paid at closing was composed of a cash payment of $35.8 million, subject to working capital adjustments, and the issuance of 733,726 common shares of VitalHub. The maximum amount payable under the all-cash performance-based earnout is $5.0 million over the two-year period following closing.
Overview of Novari
Based in Kingston, Ontario, Novari is a leading healthcare software provider with over 20 years of experience improving patients’ access to care. The platform offers a series of integrated software modules providing referral management, surgical wait list management, central intake, and care coordination. Health systems, hospitals, and regional health authorities leverage Novari’s cloud-based technologies to drive down wait times and ensure that the right patients get treated at the right time and by the right provider.
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As at June 30, 2025, Novari had Annual Recurring Revenue(1) of approximately $12.0 million. Prior to the Acquisition, Novari was approaching Adjusted EBITDA(2) breakeven.
Strategic Opportunity
The referral management market is a key area of investment for governments internationally due to increasing wait times and administrative burdens. In combination with Strata’s referral management platform, the Acquisition is expected to strengthen VitalHub’s leading position in the Canadian market.
Additionally, VitalHub will leverage its international footprint to more rapidly expand Novari’s penetration globally, particularly in the UK. A joint go-to-market and suite of solutions will enhance value for customers and establish VitalHub as a leader in the referral management market.
"We have watched the success of Novari in the Canadian landscape for over a decade, and are honoured to welcome the team to the VitalHub platform,” said Dan Matlow, CEO of VitalHub. "We have solidified our leading position in the Canadian patient flow market, which we believe will be a long-term area of growth in the country’s digitalization journey.”
"We couldn’t be more excited about becoming a VitalHub company as we look to accelerate our growth in Canada, where we will continue to provide great software and professional services to our existing and future Canadian clients, and internationally where we will benefit from VitalHub’s presence and customer relationships,” said John Sinclair, CPHIMS, President and CEO of Novari.
VitalHub’s legal advisor for the Acquisition was Torkin Manes LLP. Novari’s financial advisor for the Acquisition was TD Securities Inc. and its legal advisor was Osler, Hoskin & Harcourt LLP.
About Novari
Novari’s award-winning enterprise scale referral management, central intake, and wait list management software solutions improve access to care, whilst improving the efficiency and effectiveness of healthcare organizations. Leveraging HL7, FHIR, DICOM, and other international standards, Novari’s technologies complement and integrate with a wide variety of healthcare systems (e.g., HIS, EMR, PACS, etc.). Headquartered in Canada, with offices in Australia, New Zealand, and the United Kingdom, Novari is one of the fastest growing digital health solution providers. ISO 27001 certified, Novari Health is a Microsoft Partner, with software solutions hosted on Microsoft Azure’s global network of data centres.
About VitalHub
VitalHub is a leading software company dedicated to empowering health and human services providers globally. VitalHub's comprehensive product suite includes electronic health records, operational intelligence, and workforce automation solutions that serve over 1,000 clients across the UK, Canada, and other geographies. The Company has a robust two-pronged growth strategy, targeting organic opportunities within its product suite and pursuing an aggressive M&A plan. VitalHub is headquartered in Toronto with over 500 employees globally, across key regions and the VitalHub Innovations Lab in Sri Lanka. For more information about VitalHub (TSX:VHI) (OTCQX:VHIBF), please visit www.vitalhub.com and LinkedIn.
Contact Information
Christian Sgro, CPA, CA, CFA
Head of IR and M&A Specialist
(365) 363-6433
Dan Matlow
Chief Executive Officer, Director
(416) 727-9061
Cautionary Statement
This news release contains "forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective business and financial performance, and its financial position.
The forward-looking information in this news release includes discussion about the terms of the Acquisition, and about the business of Novari and its potential synergies with the Company and the potential for the international application of Novari’s solutions. VitalHub has made certain material assumptions in making these forward-looking statements, including but not limited to prevailing market conditions, general business, economic, competitive, political and social uncertainties, and the ability of VitalHub and Novari to execute and achieve their respective and combined business objectives. There can be no assurances that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to, the assumptions made with respect to such forward-looking information, adverse market conditions, currency exchange fluctuations, the inability of VitalHub and Novari to successfully integrate operations, reliance on key and qualified personnel, and regulatory and other risks associated with the medical and technology industries in general. The foregoing list of material risk factors and assumptions is not exhaustive.
Non-IFRS Financial Measures
The Company has included both IFRS and certain non-IFRS financial measures to describe performance. Non-IFRS financial measures are financial measures disclosed by a company that (a) depict historical or expected future financial performance, financial position or cash flow of a company, (b) with respect to their composition, exclude amounts that are included in, or include amounts that are excluded, from the composition of the most directly comparable financial measure disclosed in the primary financial statements of the company, (c) are not disclosed in the financial statements of the company, and (d) are not a ratio, fraction, percentage or similar representation. Non-IFRS ratios are financial measures disclosed by a company that are in the form of a ratio, fraction, percentage or similar representation that has a non-IFRS financial measure as one or more of its components, and that are not disclosed in the financial statements of the company.
These non-IFRS financial measures are not standardized financial measures under IFRS, and, therefore, are unlikely to be comparable to similar financial measures presented by other companies. Management believes these non-IFRS financial measures provide transparent and useful supplemental information to help investors evaluate financial performance, financial condition, and liquidity using the same measures as management. These non-IFRS financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS.
(1) Annual Recurring Revenue
The non-IFRS financial measure "Annual Recurring Revenue” is defined as the recurring annual revenue based on yearly subscriptions of renewable software licence fees and maintenance services.
(2) Adjusted EBITDA
The non-IFRS financial measure "Adjusted EBITDA” is defined as operating income (loss) before amortization, stock-based compensation expense, SR&ED and IRAP funding, interest expense, and other non-recurring items. Adjusted EBITDA is used to assess normalized cash generated on a consolidated basis. Adjusted EBITDA is also a performance measure that may be used by investors to analyze the cash generated by Novari. Adjusted EBITDA should not be interpreted as an alternative to net income (loss) and cash flow from operations as determined in accordance with IFRS or as measure of liquidity.
