CloudMD Securityholders Approve Go-Private Transaction with CPS Capital

TORONTO, June 27, 2024 (GLOBE NEWSWIRE) — CloudMD Software & Services Inc. (TSXV: DOC, Frankfurt: 6PH) (the “Company” or “CloudMD”), an innovative health services company transforming the delivery of care, is pleased to announce that its securityholders approved the special resolution authorizing the previously announced plan of arrangement (the “Arrangement”) with CPS Capital (through an affiliate) (the “Purchaser”). Pursuant to the Arrangement, the Purchaser will, among other things, acquire all of the issued and outstanding common shares of CloudMD (“Shares”). Each CloudMD shareholder (each, a “Shareholder”) will receive C$0.04 in cash for each Share held.

The special resolution approving the Arrangement was approved by (i) 69.68% of the votes cast by Shareholders present in person (virtually) or represented by proxy and entitled to vote at the Meeting, (ii) 70.27% of the votes cast by Shareholders and holders of options of CloudMD, voting together as a single class, present in person (virtually) or represented by proxy and entitled to vote at the Meeting, and (iii) 69.60% of the votes cast by Shareholders present in person (virtually) or represented by proxy and entitled to vote at the Meeting other than the votes attached to Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

CloudMD will seek a final order of the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on July 3, 2024. The Arrangement is expected to close on or about July 9, 2024, provided all of the customary closing conditions set forth in the definitive agreement are satisfied or waived.

Further details regarding the Arrangement can be found in the Company’s management information circular dated May 29, 2024 which is filed on SEDAR+ at www.sedarplus.ca.

About CloudMD

CloudMD is an innovative North American healthcare service provider focused on empowering healthier living by combining leading edge technology with an exceptional national network of healthcare professionals. Every day, our employees and health care providers live our values of delivering excellence, collaboration, connected communication and accountability to solve complex health problems. CloudMD’s industry leading workplace health and wellbeing solution, Kii, supports members and their families with a personalized and connected healthcare experience across mental, physical and occupation health. Kii delivers superior clinical health outcomes, consistent high engagement, and measurable ROI for payers such as employers, educational institutions, associations, government, and insurers. CloudMD is also a market leader in workplace absence management through data-driven prevention, intervention and return to work programs.

In addition, the Company sells health and productivity tools to hospitals, clinics, and other healthcare service providers to empower them to deliver better care. Visit www.cloudmd.ca to learn more about the Company’s comprehensive healthcare offerings.

“Karen Adams”
Chief Executive Officer

FOR ADDITIONAL INFORMATION, CONTACT:

Investor Relations
Investors@cloudmd.ca  
1-647-484-1405

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This news release contains “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities laws, including statements relating to the Arrangement, including timing for completion of the Arrangement and receiving the required court approvals. All information that is not clearly historical in nature may constitute forward‐looking statements. In some cases, forward‐looking statements may be identified by the use of terms such as “forecast”, “projected”, “assumption” and other similar expressions or future or conditional terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and “should”. Forward-looking statements contained in this news release are based on certain factors and assumptions made by management of CloudMD based on their current expectations, estimates, projections, assumptions and beliefs regarding their business and CloudMD does not provide any assurance that actual results will meet management’s expectations. While management considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. Such forward‐looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties and other factors, including those risks described in the Company’s MD&A (which is filed under the Company’s issuer profile on SEDAR+ and can be accessed at www.sedarplus.ca), that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward‐looking statements. Although CloudMD has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward‐looking statements, other factors may cause actions, events or results to be different than anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward‐looking statements. Accordingly, readers should not place undue reliance on forward‐looking information. CloudMD does not undertake to update any forward-looking information, whether as a result of new information or future events or otherwise, except as may be required by applicable securities laws.