Eyecarrot to Acquire the Guelph Vision Therapy Centre

October 19, 2015

Toronto, Ontario — Eyecarrot Innovations Corp TSX-V: EYC is pleased to announce that it has entered into a Letter of Intent to acquire the Guelph Vision Therapy Center (GVTC) from the Patrick Quaid Family Trust (the “Trust”). GVTC is the first clinic in Canada to integrate Occupational Therapy, Psychology, Speech and Language Pathology and Vision Therapy in a collaborative care effort. Together with GVTC, Eyecarrot is well positioned to improve the integration of vision care through a growing network of practitioners, thought leaders and community partners while leveraging innovative, cloud-based technologies. This strategic relationship brings together two companies with complementary strengths and cultures to achieve the ultimate goal of enabling the engineering of vision science through big data and innovation while growing revenues.

The addition of GVTC has the potential to expand Eyecarrot’s network and allow access to the intellectual property associated with clinical operations and management. GVTC provides a base for both research and clinical data collection for normative and oculomotor dysfunction populations within a “Gold Standard” Vision Performance centre. Eyecarrot intends to use this solid clinical and research based operation as its primary Beta testing site and operating model for additional centres of excellence in Ontario, with potential partners in New Jersey and California. Eyecarrot will create a new subsidiary to incorporate the addition of GVTC with Dr. Patrick Quaid continuing as Chief Scientific Officer (Binocular Vision) for Eyecarrot while continuing to operate GVTC with Eyecarrot management support. Together, Eyecarrot and GVTC will explore innovative and new market offerings in the clinic and its local surroundings that have the potential to generate strong returns on investment and offer long-term benefits for patients, customers and communities.

“Combining bricks and mortar to our strategy will allow us un-impeded access for real world product testing and development. It will provide an opportunity to create centres of excellence, allowing customers, consumers and patients access to our vision science initiatives as well as an ability to showcase newer high performance vision initiatives to patients and athletes, young and old. Further, it affords us an opportunity to grow our revenues through both clicks and bricks.”

Dr. Brent Norton, MD, President and CEO

“We are very excited to merge with Eyecarrot with the main goal of expanding collection and analysis of ocular data as it relates to both eye teaming and overall visual processing skills. Joining Eyecarrot will allow us to reach a much larger target audience who are often in desperate need of care. Eyecarrot and the Binovi product suite will allow us to develop and deliver very effective baselining and detection strategies in both school children and athletes. We are looking forward to the challenge of replicating the level of care that we provide at GVTC beyond our Guelph clinic through the development of innovative and disruptive technologies.”

Dr. Patrick Quaid, OD, FCOVD, PhD, Owner and CEO of GVTC.

The Agreement dated October 16th, is binding on GVTC as to exclusivity and non-solicitation and remains subject to completion of final due diligence by Eyecarrot. Eyecarrot has paid a deposit of $250,000 to the Trust, of which 50% is refundable should Eyecarrot determine not to proceed. The aggregate purchase price of $2.5 million will consist of $1.875 million in cash and $625,000 paid through the issuance of common shares of Eyecarrot, as well as an instalment determined as the average EBITDA of the first 2 years post transaction, all payable over approximately 30 months. The transaction is subject to customary closing conditions, including necessary due diligence, regulatory clearance and is expected to close in February 2016 following execution of a definitive share purchase agreement.

As Dr. Quaid is the Chief Scientific Officer (Binocular Vision) for Eyecarrot and, together with his immediate family, the controlling holder of the Trust, the acquisition of GVTC constitutes a ‘related party transaction’ under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSX Venture Exchange Policy 5.9. Eyecarrot anticipates that it will rely on exemptions from the formal valuation and minority shareholder approval requirements of those policies (sections 5.5(a) and 5.7(a) of MI 61-101 on the basis of the fair market value of the transaction not exceeding 25% of Eyecarrot’s market capitalization at the time the letter of intent was entered into.

Recent posts