MedAdvisor : MDR to acquire GuildLink & undertakes capital raise

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Compelling strategic rationale as GuildLink adds scale and growth opportunities

The acquisition of GuildLink will enable MedAdvisor to provide a consolidated platform that removes duplication and increases efficiencies for Australian pharmacies, and enhances their ability to provide integrated bookings, clinical services, vaccinations and medication management for their patients.

The acquisition will also see PGA work in partnership with MedAdvisor to develop and deliver new and ongoing health service initiatives, including government programs, to provide and support the health needs of communities across Australia, pursuant to the terms of a Master Services Agreement (MSA).

The MSA, entered into by PGA, MedAdvisor and GuildLink, is a long-term arrangement (10 years with PGA having the right to extend for up to a further eight years) under which the parties will work together in respect of proposals within the other parties' core fields of expertise. The first program under this arrangement involves the ongoing provision of de-identified information to PGA for community pharmacies that opt-in to the program to assist PGA with health economics modelling and advocacy on behalf of its members and the pharmacy profession generally. The long-term10-year program involves a "fee free" period for the initial two years, with a right for PGA to end the program on 12 months' notice.

Acquisition overview

The acquisition of GuildLink will be funded by MedAdvisor via the issue of 57,118,490 fully paid ordinary shares in the Company to Guild Group (Consideration Shares), which is 15% of the Company's issued share capital. The Consideration Shares have an issue price of $0.16 and an aggregate value of approximately $9.14 million. The acquisition price represents a multiple of ~1.3 times1 GuildLink's financial year ending 30 June 2022 revenue.

The Consideration Shares will be issued under MedAdvisor's Listing Rule 7.1 placement capacity.

Completion of the acquisition is expected to occur on Wednesday, 27 July 2022. The agreement provides for customary representations and warranties for an acquisition of this nature.

1 MedAdvisor estimate based on GuildLink's preliminary and unaudited Management Accounts for the 12 month period ending 30 June 2022.

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Commenting on the acquisition of GuildLink and the ongoing partnership with Guild Group and The Pharmacy Guild of Australia, MedAdvisor Chair, Linda Jenkinson, said:

"MedAdvisor has invested heavily in improving the workflow of pharmacists, so they can deliver better care to their patients in the most efficient way. As pharmacies widen their scope of practice, and governments seek a more consistent approach to engaging with the pharmacy sector, our strong belief is that a best-of-breed platform is the best way to enable the industry to achieve these objectives.

"MedAdvisor's acquisition of GuildLink deepens our relationship with the Pharmacy Guild of Australia, and the many pharmacies supported by GuildLink. There is compelling strategic rationale for the acquisition as it ensures Australian pharmacists have access to the world's best technology platform that integrates patient bookings, clinical services, vaccinations and medication management, while also having the additional benefit of being supported by the Guild to ensure they are remunerated appropriately for delivering these services."

Chair of Guild Group, Andrew Bloore, said:

"The Guild Group is committed to supporting Australian pharmacists, in running and growing their businesses and delivering the best possible health and care services to their customers. This partnership with MedAdvisor enables accelerated investment to deliver an enhanced platform to the community pharmacy network. We look forward to being a productive shareholder in MedAdvisor over the long term."

Commenting on the future strong working relationship with MedAdvisor, the National President of The Pharmacy Guild of Australia, Professor Trent Twomey, said:

"This transaction provides certainty for our ability to continue to deliver health service initiatives aimed at improving the health and wellness of Australians while providing an enhanced medications management technology platform that meets the ongoing needs of community pharmacy. It's a positive step forward for the pharmacy community and for all Australians."

Variation to PFG Line of Credit

As part of the approval process for the Acquisition, the Company has also agreed to renegotiate the terms of its existing revolving line of credit facility (Line of Credit) with Partners For Growth VI, LP (PFG), announced to the market on 28 May 2021. Under the revised terms, the line of credit will be reduced from US$4 million to US$3.5 million. MedAdvisor has agreed:

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close of the ANREO).2

All New Shares will be issued at a price of $0.14 per New Share, which represents:

• Nil discount to the last closing price of $0.14 on 22 July 2022; and
• a 3.4% discount to the 5-day volume weighted average price (VWAP) up to and including 22 July 2022 of $0.145.

Each New Share issued under the ANREO will rank equally with each MedAdvisor share on issue. MedAdvisor will, upon issue of the New Shares under the ANREO, seek quotation of the New Shares on ASX.

Institutional Entitlement Offer

Eligible institutional shareholders will be invited to participate in the accelerated institutional component of the ANREO (Institutional Entitlement Offer), which is expected to close on Tuesday, 26 July 2022. The Institutional Entitlement Offer will be offered to institutional shareholders in Australia and New Zealand. The maximum amount that MedAdvisor may raise under the Institutional Entitlement Offer is approximately $10 million. The Institutional Entitlement Offer is underwritten by MA Moelis and Peloton Capital, who may invite institutional investors to subscribe for any shortfall under the Institutional Entitlement Offer.

MedAdvisor has requested a two-day trading halt to complete the Institutional Entitlement Offer.

Retail Entitlement Offer

The retail component of the ANREO (Retail Entitlement Offer) will be open from Monday, 1 August 2022 to eligible retail shareholders in Australia and New Zealand on the Record Date. In addition to each shareholder's entitlement under the Retail Entitlement Offer, eligible retail shareholders will also be offered the opportunity to subscribe for additional New Shares to the extent there is a shortfall in the Retail Entitlement Offer.

MedAdvisor may raise up to approximately $4.6 million under the Retail Entitlement Offer if shareholders take up their entitlements in full.

An offer booklet in respect of the Retail Entitlement Offer is expected to be made available and sent to eligible retail shareholders on Monday, 1 August 2022.

2 The ANREO will be calculated on the basis that the Consideration Shares have been issued to Guild Group at the Record Date.

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