Clinigence Holdings, Inc. (“Clinigence” or the “Company”) (OTC: CLNH), a pioneer in clinical data integration, clinical quality reporting and population health analytics, and Accountable Healthcare America, Inc. (“AHA”), a leading medical management platform company and provider network, today are providing an update to their shareholders.
As previously announced on November 12, 2019, Clinigence and AHA signed a letter of intent to combine the two companies. Both companies proceeded expeditiously to complete this process. This included Clinigence’s Board obtaining a fairness opinion and AHA obtaining audited financials for 2017 and 2018. Additionally, the two companies identified and began negotiations for various potentially significant roll-up acquisitions. The two companies were on the verge of executing a definitive merger agreement two weeks ago when they received a confidential Letter Of Intent (“LOI”) to acquire both companies as well as the roll-up acquisitions from a Nasdaq-listed Company (“PubCo”). The Boards of Directors of both companies made a decision to execute the LOI with the PubCo and to proceed with the process of combining into the PubCo. The process is expected to take 4-6 months to complete, but could take longer. There can be no assurance that the proposed transaction with the PubCo will occur at all. In the event that the transaction with the PubCo does not occur, Clinigence and AHA currently intend to then complete their previously announced merger, although there can be no assurance that the proposed transaction between Clinigence and AHA will occur at all. If the transaction with the PubCo does occur, management from Clinigence and AHA will be charged with leading the new company.
Headquartered in Ft. Lauderdale, Florida and founded in 2015 by industry veterans with a combined 125 years of experience in the Medicare managed care space, AHA is a leading medical management platform company that currently owns and operates one of the most successful accountable care organizations with approximately 26,000 Medicare members through a network of over 65 providers. AHA provides a suite of services for its providers, including care coordination, high-risk care managers, documentation improvement and medical coding programs, medical management best practices programs, health management programs such as annual wellness visits and chronic care management, and performance improvement plans.
Clinigence Holdings, headquartered in Atlanta, Georgia, is a pioneer in clinical data integration, clinical quality reporting and population health analytics. The scalable, purpose-built Clinigence cloud-based platform, which is in use by multiple health plans, hospitals, independent practice associations/medical groups, accountable care organizations and physicians, and which currently has clinical and claims data on over 7 million patients, performs the following functions: the aggregation, integration and analysis of both clinical EHR and claims data, clinical and quality reporting such as HEDIS, STAR, GPRO and MIPS, gaps in care reporting, risk-stratification of patients, predictive analytics, reporting of utilization metrics such as Admits/1000, Beddays/1000, ER Visits/1000, pharmacy utilization analysis and also generates a dashboard for each physician that includes financial, quality and utilization metrics. The Company’s platform also includes its recently acquired HealthDatix assets, which include a cloud-based platform for annual wellness visits and chronic care management, as well as the BioDatix wearable device for remote patient monitoring.
The combination of Clinigence and AHA, if it is consummated, would fuse one of the leading healthcare information technology companies with one of the leading medical management companies to form a scalable operating platform that would be well positioned for the ongoing transition of U.S. healthcare from fee-for-service payments to value-based reimbursements, including full-risk, global capitation models. The platform would also address another major theme in U.S. healthcare: faced with mounting costs, shifting regulations and burdensome billing, reporting and technology requirements, many physicians and medical groups have been selling their practices to larger hospital systems. The strategy of the combined company would be to become one of the few, preeminent national medical services groups by acquiring and/or operating medical services groups, accountable care organizations, and medical management companies, allowing providers to focus on providing the best quality of care to their patients.
“The Boards of Clinigence and AHA are excited to be able to bring this opportunity to our shareholders,” stated Warren Hosseinion, M.D., Chairman of the Board of Clinigence. “We believe that this potential transaction with the PubCo is the best strategic move for us, if it can be achieved, and will allow us to become Nasdaq-listed and give us access to incremental equity capital to accelerate our growth. We expect to be an active participant in the consolidation of our industry.”
Proposed Transaction Timeline and Listing of Common Stock on Nasdaq
Clinigence and AHA intend to sign definitive business combination agreements with the PubCo within the next 30-60 days, if possible. Closing of the transaction will be subject to certain closing conditions, including but not limited to AHA and the target roll-up acquisitions having two years of consolidated audited financials, as well as a proxy filing and approval of the transaction by the PubCo’s shareholders. Clinigence and AHA currently expect to seek to close the transaction with the PubCo during the third quarter of 2020.
About Clinigence Holdings, Inc.
Clinigence Holdings, a fully reporting, publicly-held company, is a leading healthcare information technology company providing an advanced, cloud-based platform that enables healthcare organizations to provide value-based care and population health management. The Clinigence platform aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of each patient and provider and virtually unlimited insights into patient populations. For more information, please visit www.clinigencehealth.com. Information on our website does not comprise a part of this press release.
About Accountable Healthcare America, Inc.
AHA is a privately held medical management platform company and provider network. For more information, please visit www.ahahealthcare.com. Information on our web-site does not comprise a part of this press release.
Certain statements and information included in this press release constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Act of 1995. When used in this press release, the words or phrases “will likely result,” “expect to,” “will continue,” “anticipated,” “estimate,” “projected,” “intend,” “goal,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, including but not limited to, challenges involved in reaching satisfactory business combination agreements with the PubCo and various roll-up target acquisitions, being able to satisfy all of the anticipated conditions to closing with the PubCo including obtaining consolidated audited financial statements, if the PubCo transaction does not proceed being able to enter into and close the merger transaction with AHA, economic conditions, dependence on management, dilution to shareholders, lack of capital, changes in laws or regulations, the effects of rapid growth upon the Company and the ability of management to effectively respond to the growth, demand for products and services of the Company, newly developing technologies, its ability to compete, conflicts of interest in related party transactions, regulatory matters, protection of technology, lack of industry standards, the effects of competition, the inability of the Company to obtain or maintain the listing of the post-acquisition company’s ordinary shares on Nasdaq following the Merger, and the ability of the Company and AHA to obtain additional financing which is expected to be needed prior to closing of any PubCo transaction. Such factors could materially adversely affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed within this press release.