Dialogue Health Technologies Acquires Tictrac to Introduce Wellness Offering to Its Integrated Health Platform™

• Extends continuum of care to cover wellness and prevention through to diagnosis and treatment
  
  
• Expands growth opportunities and total addressable market
  
  
• Adds high-margin, scalable, and very well-aligned SaaS-based business model
  
  
• Enhances financial profile by accelerating revenue growth and improving the gross margin through the addition of a ~90% gross margin revenue stream
  
  
• Provides entry point into new geographic markets and pathway to global expansion

MONTREAL, April 13, 2022 /PRNewswire/ -- Dialogue Health Technologies Inc. (TSX: CARE) ("Dialogue" or the "Company"), Canada's premier virtual healthcare and wellness platform, is pleased to announce that it has reached an agreement to acquire London, UK-based Tictrac Ltd. ("Tictrac") for up to $56 million¹, subject to certain conditions and customary adjustments. Tictrac is a SaaS-based provider of a global health and wellness platform that enables healthier living for everyone. Tictrac supports employers and insurance partners, engaging their employees and customers to improve overall wellness, and driving positive outcomes through meaningful insights. The transaction is expected to close within 30 days and is subject to customary conditions for a transaction of this nature.

"We're thrilled to add Tictrac's innovative technology, deep expertise, and proven methodology to Dialogue," said Cherif Habib, Chief Executive Officer of Dialogue. "This acquisition is our largest to date and contributes directly to the ambitious growth objectives we laid out in our IPO plan a year ago. Tictrac allows us to strengthen our Integrated Health Platform^TM with a highly engaging new service, while also gaining exposure to attractive international markets with strong health and wellness potential."

The acquisition of Tictrac represents a unique opportunity to accelerate the development of Dialogue's Integrated Health Platform^TM ("IHP") through the addition of a high margin, SaaS-based digital health and wellness offering. Dialogue aims to acquire businesses that can enhance its operations and capabilities, either by adding new customers, adding new services, or providing access to new markets. The current transaction aligns with all three stated objectives. Importantly, the acquisition of Tictrac allows Dialogue to:

• Extend its continuum of care to cover wellness and prevention through to diagnosis and treatment: Tictrac allows Dialogue to expand its IHP, adding a wellness service to help improve overall member health outcomes and generate strong returns on investment for its customers. Tictrac's uniquely comprehensive offering in terms of breadth and depth of content is highly complementary to Dialogue's IHP and will provide meaningful opportunities to cross-sell and up-sell to existing and prospective customers.
  
  
• Expand its growth opportunities and total addressable market: The global and Canadian corporate wellness markets are significant, fragmented, and rapidly growing, valued at US$58 billion² ($73 billion) and US$2.7 billion³ ($3.4 billion) respectively. Tictrac derives revenue from 5 of the 7 top global markets that Dialogue has identified as having high strategic value in corporate wellness, including the United States and the United Kingdom.
  
  
• Drive a high level of engagement within its user base: Tictrac's platform delivers leading engagement rates, which serve to drive first-point-of-contact and a powerful "hub" functionality to promote other services. Certain highly-engaged Tictrac clients boast monthly active user ("MAU") rates of over 40%, and 45% of these MAUs access the platform at least 4 times per week.
  
  
• Add a high-margin, scalable, and very well-aligned SaaS-based business model: Tictrac operates on a per-member-per-month ("PMPM") SaaS-based subscription model and generally structures contracts on 3- to 5-year terms, creating a high level of customer stickiness and revenue predictability. Its go-to-market strategy includes both a business-to-business ("B2B") approach as well as a business-to-insurance ("B2I") approach, working with employers and insurance partners, including 4 of the largest global insurers, to enable healthier outcomes for their employees and customers. A snapshot of key partners can be found at www.tictrac.com.
  
  
• Enhance its financial profile by accelerating revenue growth and improving the gross margin: Tictrac offers a high-margin product with significant growth and synergy potential. With a gross margin of nearly 90%, the revenue stream will be accretive to Dialogue's overall profitability. Based on current
  estimates, Tictrac expects annual recurring revenue⁴ ("ARR") of approximately $13 million (£8 million) at the end of 2022, and full-year revenue of approximately $10.5 million (£6.5 million). In addition, a preliminary analysis suggests Dialogue could achieve ARR synergies of $8 to 10 million by the end of 2024 in its core Canadian market from the launch of a Wellness offering to current and new B2B customers, as well as to insurance and other partners. Dialogue also sees a potential to cross-sell its internet-based cognitive behavioural therapy ("iCBT") to Tictrac's existing international customer base and to add incremental services over time that can scale rapidly across many geographies.
  
  
• Strengthen its existing management team: Tictrac's management team is motivated to join Dialogue and combine efforts within a larger and complementary organization. The two companies share similar operating cultures of challenging the status quo and are strategically aligned in their respective missions to improve health and well-being. Martín Blinder, co-founder and Chief Executive Officer of Tictrac, will continue to lead the Tictrac team, reporting to Cherif Habib, Chief Executive Officer of Dialogue.

"We're excited to join Dialogue and to bring our digital well-being and market-leading health engagement together with their diagnosis and treatment capabilities," said Martín Blinder, Co-Founder and Chief Executive Officer of Tictrac. "We look forward to collaborating with their team and customers to bring our wellness solutions to Canada and to ultimately drive better health outcomes everywhere."

Dialogue is acquiring Tictrac for up to $56 million (£35 million) in a transaction that will be funded through a combination of cash-on-hand and a treasury issuance of common shares of the Company. A consideration of $24 million (£15.0 million) will be paid in cash on the date of closing, with the remaining earn-out consideration of up to $32 million (£20 million) payable upon achievement of certain revenue milestones. The earn-out consideration, at its maximum, is to be paid 54% in cash and 46% in common shares of Dialogue. The common shares will be issued at a deemed price of the greater of the volume-weighted average price for the 5 trading days ending on the trading day prior to issuance, or $8.43 per share. Based on the total purchase price of $56 million, which includes the full realization of earn-out targets, the transaction carries an implied forward valuation of 3.9x ARR, as at the end of the earn-out period effective on March 31, 2023.

McCarthy Tétrault LLP served as legal counsel to Dialogue. finnCap Cavendish acted as financial advisor to Tictrac and Armstrong Teasdale LLP served as legal counsel.

Dialogue will host a live video webinar on Wednesday, April 13, 2022, at 8:00 a.m. ET to discuss the transaction. Cherif Habib, Chief Executive Officer, Navaid Mansuri, Chief Financial Officer, and Martín Blinder, co-founder and Chief Executive Officer of Tictrac, will host the call. A question-and-answer session with analysts will follow the corporate update.

Date: Wednesday, April 13, 2022
Time: 8:00 a.m. ET
Link: https://us02web.zoom.us/webinar/register/WN_xUQDNO5xTS2YwyPXU3wk7g

A link to the live event, as well as an accompanying investor presentation, will be available on the Events and Presentations section of the Company's website. Please connect at least 15 minutes prior to the event to ensure adequate time for any software download of Zoom that may be required to hear the event. Listeners that prefer to dial in by phone may do so by accessing the same web link, and the dial-in details will be provided by email upon registration. A replay will be available approximately two hours after the conclusion of the live event.

Tictrac is a global digital health and well-being company headquartered in London, UK. The Tictrac Employee Wellbeing Platform provides clients with a suite of personalized wellbeing content and dynamic, themed campaigns, programmes and team building challenges, that deliver meaningful behaviour change to those who need it most. Tictrac supports insurers and employers around the globe to engage with their communities, inform with meaningful insight and enable healthier outcomes.

Incorporated in 2016, Dialogue is Canada's premier virtual healthcare and wellness platform, providing affordable, on-demand access to quality care. Through our team of health professionals, we serve employers and organizations who have an interest in the health and well-being of their employees, members and their families. Our Integrated Health Platform™ is a one-stop healthcare hub that centralizes all of our programs in a single, user-friendly application, providing access to services 24 hours per day, 365 days per year from the convenience of a smartphone, computer or tablet.

This press release makes reference to certain non-IFRS measures. These measures are not recognized under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management's perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information as reported under IFRS. Management also believes that other users, such as securities analysts, investors and other interested parties, frequently use non-IFRS measures, particularly in the evaluation of issuers.

Management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation. Where applicable, we provide a clear quantitative reconciliation from the non-IFRS financial measures to the most directly comparable measure calculated in accordance with IFRS.

This release includes "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking information may relate to our financial outlook (including revenues and ARR), and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives.

In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as "plans" "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance.

Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Dialogue as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the risk factors identified under "Risk Factors" in the Company's latest annual information form, and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company's SEDAR profile at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Dialogue. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. Dialogue undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, you should not place undue reliance on forward-looking information. The forward-looking information represents our expectations as of the date of this earnings release (or as the date it is otherwise stated to be made) and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. All of the forward-looking information contained in this earnings release is expressly qualified by the foregoing cautionary statements.

Investor Relations, Jean Marc Ayas, Director, Investor Relations, investors@dialogue.co; Media Relations, Jean-Christophe de Le Rue, Director, Public and Government Relations, press@dialogue.co / 613-806-0671

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