Introduction
Ladies and gentlemen, I would like to welcome you to this Extraordinary General Meeting of Alcidion Group Limited, a public company listed on the Australian Securities Exchange.
My name is Ray Blight and I am the chairman of Alcidion Group Limited and will be chairing this meeting.
Background
As you would no doubt be aware, on 24 April 2018, the Company announced that it had entered into binding agreements to acquire MKM Health Pty Ltd, Patientrack Holdings Limited and their respective subsidiaries in the UK, New Zealand and Australia.
The purpose of this Extraordinary General Meeting is to seek the approval of the Company’s shareholders to a key element of that transaction, which is the issue of Consideration Shares to the current shareholders of MKM Health and Patientrack Holdings as part of the consideration for the Transaction.
I wanted to take this opportunity to give some additional background on the Acquisition and its rationale:
Overview of MKM Health and Patientrack Holdings
MKM Health was founded in 2003 as a Health IT consultancy firm by three senior ex-Deloitte health IT consultants. Today, it has diversified revenue streams generated from a range of services and software products within the digital healthcare sector.
MKM Health generates service revenues in the specialist areas of healthcare IT implementation, integration and data management. MKM Health has a strong team of health IT specialists with proven technical expertise and experience working with a range of healthcare providers and all major health IT software platforms.
MKM Health has been Patientrack Holdings’ IT service provider since collaborating to develop the initial Patientrack product. MKM Health is Patientrack’s sole distributor in Australia and NZ. Over the last three years it has sold Patientrack to five district health boards in NZ and two large public health services in Australia, giving it first-mover advantage and a dominant share of the emerging Australian and NZ markets. Patientrack is a clinically proven bedside mobile nursing system that manages patient care, improves patient safety and increases efficiency of care.
As well as Patientrack and its own health IT solutions, MKM Health is increasingly being approached to resell, implement and support other specialist health software solutions on behalf of overseas suppliers who recognise MKM Health’s strong positioning in the Australian and NZ healthcare markets.
MKM Health and Patientrack Holdings have more than 80 customers including NHS Acute Trusts in the UK, and public and private hospitals and healthcare groups in Australia and NZ. The combined MKM Health and Patientrack Holdings group currently employs 45 full time employees in Australia and NZ and nine full time employees in the UK, all of whom will be transitioned across to the combined Alcidion group.
In the 12 months to 30 June 2017, MKM Health and Patientrack Holdings generated combined revenues of A$9.5 million and NPAT of A$0.7 million. In the 6 months to 31 December 2017, MKM Health and Patientrack Holdings generated combined revenues of A$5.6 million.
Rationale for the Acquisition
The Acquisition creates a new and leading specialist health IT solution provider focused on “next generation” decision intelligence and analytics technology designed for hospital and allied healthcare customers globally. Patientrack and Alcidion’s existing Miya and Smartpage products will provide the expanded group with a strong foundation of complementary technologies and expanded sales and marketing expertise.
The Acquisition is consistent with Alcidion’s planned international expansion strategy, particularly in the attractive and fast growing UK market, where it will now have a significant number of NHS Trusts as key customers. This represents a lower risk and lower cost market entry compared to organic expansion by Alcidion into this market.
The enlarged Alcidion group will also have leading healthcare system integration, implementation and software support capabilities, required by both individual healthcare providers and state health agencies to build integrated health informatics platforms, a necessary basis in order to deliver truly integrated healthcare.
Together, the combined group will have increased financial and operational scale, with an expanded specialist sales and marketing team across three key markets to cross-sell a suite of leading products, enabling more intelligent, accurate and faster decision making in a hospital and healthcare setting, contributing to better patient outcomes.
A key feature of both the Patientrack and Miya platform is that they have been built to integrate seamlessly with each other and with other technology platforms.
Alcidion has demonstrated the combined value of incorporating Patientrack capabilities with the Miya platform to several key customers. The combination of these leading technologies is expected to allow Alcidion to expand its reach into the integrated, connected care setting and potentially into the home.
We will now move to the formal resolution contained in the Notice of Extraordinary General Meeting.
RESOLUTION 1
Resolution 1 relates to proposed issue of Consideration Shares to the current shareholders of MKM Health and Patientrack Holdings as part of the consideration for the Acquisition.
ASX Listing Rule 7.1 provides that the Company must not issue Equity Securities in excess of the Company’s 15% placement capacity under Listing Rule 7.1 within a 12 month period unless an exception applies or unless the issue is made with prior shareholder approval.
Given that the number of Consideration Shares to be issued to the vendors would otherwise exceed the Company’s 15% placement capacity, approval is being sought from Shareholders for the issue of the Consideration Shares.
The text of Resolution 1 is as follows:
‘That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 198,019,802 Consideration Shares on the terms and conditions described in the Explanatory Notes which accompany and form part of this Notice of Meeting’.
I confirm that the Company has received the following valid proxy votes in relation to Resolution 1:
| For | Against | Open | Abstain |
| 47,289,521 | 313,334 | 167,545 | 0 |
In addition, 192,217 votes have been excluded on the basis of voting restrictions and prohibitions associated with this Resolution.
There are 167,545 open proxy votes to this resolution, of which 154,411 are held by the Chair.
Following discussion, a poll will be held on this Resolution.
After the votes have been counted and reviewed by the external auditor, the results of the poll will be released to the ASX and will be displayed on the Company’s website.
END OF MEETING
Thank you all for your attendance and interest and we look forward to your continued support at this exciting time in our Company’s progress.
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For further information, please contact:
Kyahn Williamson, WE Buchan
Ph: 0401018828 or +61 3 9866 4722
alcidion@we-buchan.com
About Alcidion
Alcidion Group Limited (ASX:ALC) is a publicly listed, innovative health informatics company that specializes in clinical products that improve productivity, safety and efficiency. Alcidion’s solutions target key problems for Emergency Rooms, Inpatient Services and Outpatient Departments and are built upon a next generation health informatics platform, which incorporates an intelligent EMR, Clinical Decision Support Engine, Data Integration Capability, Smartforms, Terminology Support and Standards Based Web Services.
Alcidion’s focus is on delivering solutions that enable high performance healthcare and which assist clinicians by minimising key clinical risks, tracking patient progress through journeys and improving quality and safety of patient care.
© Alcidion Group Limited 2018. Alcidion and Miya are registered trademarks. All other brands and product names and trademarks are the registered property of their respective companies.
www.alcidion.com
About MKM Health
MKM Health is an information technology solutions company dedicated to healthcare. We work with our clients to implement solutions, integrate systems, align business and technology and ultimately help deliver best outcomes for patients. We are passionate about improving patient outcomes, avoiding harm and improving efficiency and effectiveness as well as working with our clients to maximise investments. Our team is dedicated to providing advice and practical support that requires strategic insight into health technology trends. We have deep health domain knowledge, technical expertise in hospital systems and health informatics, and a proven ability to integrate the many separate systems found in the increasingly complex digital hospital environment. We are the exclusive distributors for Patientrack in New Zealand and Australia. For further information please visit www.mkmhealth.com.au or follow us on Twitter.