HEALWELL AI acquires Orion Health for up to NZD$200 million

Company

HEALWELL AI Inc.

Law Firm / Organization
Blake, Cassels & Graydon LLP
Law Firm / Organization
Cozen O'Connor Professional Corporation
Law Firm / Organization
Gardiner Roberts LLP
Law Firm / Organization
MinterEllisonRuddWatts
Law Firm / Organization
Norton Rose Fulbright LLP

Company

Orion Health Holdings Limited

Law Firm / Organization
Gowling WLG
Law Firm / Organization
Bell Gully

On April 1, 2025, HEALWELL AI Inc. (TSX: AIDX; OTCQX: HWAIF) completed its acquisition of Orion Health, a global healthcare intelligence platform, for total consideration of up to NZD$200 million (approximately C$164 million at the time of the deal). The transaction included NZD$175 million (C$143.5 million) in upfront consideration and a performance-based earn-out of up to NZD$25 million (C$20.5 million).

The purchase was funded through a mix of cash (NZD$105 million / ~C$86 million) and the issuance of 35.6 million HEALWELL shares valued at NZD$70 million (C$57.5 million). Additional funding sources included a C$25.5 million equity offering and a C$27.3 million convertible debt offering, both co-led by Eight Capital and Scotia Capital Inc. HEALWELL also secured a C$50 million senior credit facility led by the Bank of Nova Scotia and Royal Bank of Canada.

Legal counsel to HEALWELL included Cozen O’Connor LLP (M&A), Gardiner Roberts LLP (equity financing), MinterEllisonRuddWatts (NZ), Norton Rose Fulbright LLP (international due diligence), and Blakes, Cassels & Graydon LLP (financial services). KPMG LLP (NZ) served as tax advisor. Orion Health was advised by Gowling WLG (Canada) LLP, Bell Gully Services Limited (NZ), and Deloitte New Zealand (tax).

This acquisition enhanced HEALWELL’s public sector presence, introduced large enterprise clients, and strengthened AI integration opportunities. Orion founder Ian McCrae joined HEALWELL’s board alongside new directors Tina Raja and Sam Englebardt.

Merger & Acquisition
Healthcare
$ 164,000,000
Closed
01 April 2025