Helix Technologies, Inc. and Medical Outcomes Research Analytics, LLC to Combine
"We are thrilled to add Helix's unique technology and information assets to our innovative de-identified patient health data and analytics platform. We have created the nation's only HIPAA compliant, Real World Evidence platform integrating cannabis and de-identified healthcare data designed to support SaaS based business performance analytics, product safety and efficacy surveillance solutions, and evidence-based health outcomes research. Our
"As Helix has grown into one of the leading global providers of software used in the cannabis industry, we have prioritized value-added solutions, innovation and outstanding execution at every opportunity. With today's important announcement, this commitment is being taken to the next level. Joining with MOR adds a completely new and critical dimension to Helix's capabilities that will further advance the commercial success of customers using our BioTrack and Cannalytics technology suites," said Helix's CEO
MOR Analytics was founded by WebMD alumni
MOR Analytics and Helix believe there are significant synergistic opportunities to create value by combining Helix's operating software business and proprietary data assets with MOR's proprietary data and proven experience in data architecture, technology, and analytics. Specifically, the merger will create the largest proprietary, integrated, HIPAA-compliant
- Deliver evidence-based insight into the safety and efficacy of ethical pharmaceuticals and cannabis products to equip physicians, caregivers, cannabis stakeholders and patients with credible evidence to improve patient care and health outcomes through access to observational research.
- Provide a SaaS-based platform serving multiple verticals including life sciences, government, payers, providers and cannabis dispensaries, manufacturers and cultivators with the information and intelligence to better understand their products, customers, and the dynamics of a rapidly changing marketplace to drive commercial performance across segments.
- Empower regulators to more granularly assess the safety, health, social and economic outcomes associated with all therapeutic options as the cannabis market scales and cannabinoid-based therapies are adopted as mainstream therapeutic alternatives.
- Deliver the most advanced data management, software and analytics products to power the business performance of Helix's large and growing, installed customer base.
Management, Governance and Headquarters
The combined company expects to maintain headquarters in
Approvals and Time to Close
The transaction is subject to customary closing conditions, including regulatory approvals and approval by Helix's shareholders, and is expected to close in the first quarter 2021. Forian expects to apply and be listed on the
Helix's legal advisors are
Helix's industry-leading compliance and point of sale technologies are tailored to the unique needs of the quickly evolving cannabis industry, offering customers seamless compliance management solutions and earning government contracts in this rapidly growing market. The BioTrack cutting-edge platform is designed to scale alongside the cannabis industry. The Helix's leadership team has deep experience in entrepreneurship, mergers and acquisitions, technology and security. With headquarters in
MOR Analytics, founded in 2019, is an innovative and evolving private company developing a Real World Evidence ("RWE") and Software as a Service ("SaaS") analytics platform designed to support the information requirements of constituents across the healthcare industry. The platform will enable life science companies, payers, providers, and regulators to better understand the value and efficacy of healthcare products and services while providing mission critical business insights into clients' products, services, customers and the dynamics of a rapidly changing marketplace. Management, administrators, physicians, patients and caregivers can, in turn, use the information to make informed business decisions and guide healthcare decision making. MOR has assembled one of the largest proprietary, de-identified patient-level RWE databases in the
The members of MOR Analytics have operated seven public healthcare companies (the most recent being WebMD and the largest being Medco), which collectively generated over approximately
Cautionary Statements Regarding Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond the control of Helix Technologies, MOR Analytics or Forian, and are not guarantees of future results, such as statements about the potential timing or consummation of the proposed transaction or the anticipated benefits thereof, including, without limitation, future financial and operating results. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to, risks and uncertainties related to (i) the ability to obtain shareholder and regulatory approvals, or the possibility that they may delay the transaction or that such regulatory approval may result in the imposition of conditions that could cause the parties to abandon the transaction, (ii) the risk that a condition to closing of the merger may not be satisfied; (iii) the ability of MOR Analytics and Helix Technologies to integrate their businesses successfully and to achieve anticipated cost savings and other synergies, (iv) the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth and expansion of the new combined company's operations, and the anticipated tax treatment, (v) potential litigation relating to the proposed transaction that could be instituted against MOR Analytics, Helix Technologies or their respective directors, (vi) possible disruptions from the proposed transaction that could harm MOR Analytics' or Helix Technologies' respective businesses, including current plans and operations, (vii) the ability of Forian, MOR Analytics or Helix Technologies to retain, attract and hire key personnel, including the management team named in this release, (viii) potential adverse reactions or changes to relationships with clients, employees, suppliers or other parties resulting from the announcement or completion of the merger, (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect MOR Analytics' and/or Helix Technologies' financial performance, (x) certain restrictions during the pendency of the merger that may impact MOR Analytics' or Helix Technologies' ability to pursue certain business opportunities or strategic transactions, (xi) continued availability of capital and financing and rating agency actions, (xii) legislative, regulatory and economic developments and changes, (xiii) unpredictability and severity of catastrophic events, including, but not limited to, COVID-19 acts of terrorism or outbreak of war or hostilities, (xiv) the risk that the Nasdaq listing of the Forian common stock may not occur, (xv) the risk that the market price of Helix Technologies common stock may be volatile and fluctuate substantially, including as a result of shares currently subject to trading restrictions that may be released from such restrictions following the business combination, (xvi) those risks and uncertainties discussed in Helix Technologies' Annual Report on Form 10-K for the fiscal year ended
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction, Helix and Forian will be filing documents with the
Participants in the Solicitation
Helix, MOR Analytics and certain of their respective directors, executive officers and employees may be deemed to be "participants" in the solicitation of proxies in respect of the proposed transaction and related matters. Information regarding Helix directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Helix's Form 10-K for the year ended
No Offer or Solicitation
This communication is not intended to and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.