 Rich TV Live and we have some big, big news from CloudMD Software and full disclosure, I'm a shareholder of CloudMD Software, have been for over six months, hold it in my tax free savings account. I believe that this is a company that is undervalued, underappreciated, underexposed. And today we're going to talk about why. So the big news was CloudMD to acquire MindBeacon, one of North America's leading clinically validated ICBT solutions. Now what I'm going to do is I'm going to show you guys their website. Here we go. All right, let's show you guys their website right here. I'm going to share that screen. All right. Okay, so this is the website for CloudMD Software. And the website is at cloudmd.ca. And this is the investor section. It's investors.cloudmd.ca, right at the very title of the website. It says CloudMD to acquire MindBeacon, one of North America's leading clinically validated ICBT solutions. So the news is trending right at the top of the screen. And you can see here, CloudMD is transforming healthcare delivery. Now one of the things I want to show you about CloudMD Software, in addition to that, let's see here, in addition to that, I want to show you guys their share structure. Obviously, it's extremely important to us and their market cap. So you can see here that they have a 329 million market cap. They do have 232 million shares issued outstanding. I believe that's the reason why the price isn't higher. There are a lot of shares out. But nonetheless, I still believe that this is a company that's undervalued, under-appreciated, and extremely under-exposed. All right, and let's just go now and take a look at the chart. We always think it's important to take a look at the chart of everything that we are buying. So you can clearly see that it's at $1.43 in Canada and $1.15 in America. You can see that it had a nice move up, very nice move up when we first started talking about them, made a big run up to $2.63 in America, and ever since has consolidated down. So since then, it's consolidated down and it hasn't really stopped. So it's definitely made its big move, consolidated down, and hasn't really started going back up yet. So it was a huge winner for the community. We brought it when it was under $1.50, actually. And then it made that move up and then now has recently made this move back down. So as an investor, you have to kind of try to read between the lines. Obviously, it went up on a lot of hype, came back down because people felt like it was overbought and at some point it's going to be oversold and I believe it's going to go higher. So the question is, when? When does it go higher? Well, this is pretty big news. The CloudMD to acquire MindBeacon, one of North America's leading clinically validated ICBCBT solutions. I'm going to go over this news and break it down. So it is a, let's check this right here. Let's go to the news real quickly. I'm going to take a look at the news. Looks like this. Okay. All right. And the news looks like this. Here you go, share. So that's what the news looks like. CloudMD to acquire MindBeacon, one of North America's leading clinically validated ICBT solutions. That's the news. All right. Now what I'm going to do is I want to just break down the news for you guys. So it's a combined digital health platform will be one of North America's leading fully integrated health offerings with a clinically validated broad continuum of care to address mild, moderate, acute and chronic mental and physical care. CloudMD's already established mental health platform, offering assessment and navigation paired with MindBeacon's clinically proven ICBT and other solutions provide users with streamlined access to effective stepped care. CloudMD's digital health solution division and network of over 20,000 regulated healthcare professionals complements and accelerates the adoption of MindBeacon's beacon inbox or label internet based cognitive behavioral therapy, ICBT SaaS offering accelerates US expansion through additional capabilities, modalities, cross-selling synergies and MindBeacon's recent acquisition of a US based mental health provider. So guys, the revenue growth on CloudMD software is ridiculous. That's why I own the stock and I think it's going way higher. Oh, thank you, Amanda. Hey, thank you, Mark. I honestly think and I'm going to go back to the stock. We'll go back to the stock price. Let's go back to the price. I personally think this is going to go up. I think this is going to go higher. Let's see here. Let's go back to actually. Yeah, let's go back to the stock price. All right, so you can see here it's at $143 and I'm going to tell you guys based on this news why I think it goes much higher because I think that these levels are a gift. I really do. I think these prices are really cheap and I think that it has a long ways to go up. So this is one of the fastest growing healthcare segments. The global behavioral healthcare market is expected to grow US $242 billion by 2027 with a CAGR compound annual growth rate of 5.02% between 2020 and 2027. Add scale and strengthens CloudMD's financial profile combined company will have an annualized revenues of approximately, check this number out, $185 million for a company trading at a dollar. I'm going to be honest with you guys. This is a company that's extremely undervalued, underappreciated, underexposed. I could see this going to at least $5 to $10 in the future doing $185 million in revenue. I wouldn't be surprised to see this price at $10 to $20. A 19% increase from CloudMD's current revenue run rate of $155 million. So you're talking about a stock at $1.43 that's doing $155 million a year, extremely undervalued, as well as improved gross margin of 35%. CloudMD to offer $4.78 million in cash and share consideration per mine beacon share, resulting in an implied purchase price of $116 million. This is a $116 million acquisition. That's right, a $116 million acquisition for a company trading at $1.43, these prices make no sense to me. That's why I'm a shareholder. The implied transaction enterprise value is approximately $62 million representing an enterprise value to 2022 expected revenue multiple of 1.9 times. CloudMD is projected to have cash on hand exceeding $60 million post-close. So even after this acquisition, they're going to have $60 million in the bank. So just so you guys know, the symbol for mine beacon is MBCN. Let's take a look at MBCN, MBCN, mine beacon holdings on the Toronto Stock Exchange. Here it is. So here's mine beacon holdings. As you can see here, up 20% on the news MBCN of the acquisition from CloudMD software. They just acquired a $4 stock, guys. They just acquired a $4 stock. All right, so CloudMD software and services dock in Canada, DOCRF in America and 6PH in Frankfurt, Germany. And mine beacon holdings jointly announced they have entered into a definitive agreement and arrangement agreement under which CloudMD will acquire all of mine beacons issue an outstanding common shares for a combination of cash and shares valued at approximately $116 million. Under the terms of the arrangement agreement, each common share of mine beacon will be exchanged for $1.22 of cash and $2.285 at price strike price of common shares of CloudMD, the exchange ratio, the implied offer price of $4.78 and a premium of, wow. So they acquired them for $4.78 and a premium of 49% is based on the seven day volume weighted average price VWAP of the common shares of mine beacon as of November 12, 2021. Mine beacon is a leading digital mental health care platform that provides a continuum of care focusing on ICBT. So that's mine beacon and this is dock. I think this is a huge acquisition. I don't understand why the market is not responding. I believe it will. Like I said, I am a shareholder. I've been holding for a long time and I do plan to accumulate more shares because this is a company to me that is grossly undervalued, underappreciated and underexposed. You guys have a question for me? If you have a concern, if you have a comment put in the chat, Amanda says, whoa, this is wild. I think once the news sinks in, it's going to fly. It should. It's a huge acquisition and it doesn't make sense to me that it's not to be quite frank. But sometimes the market just doesn't always respond the way you think it will. Mine beacon is a leading, let's go back to the mine beacon chart. So this is the mine beacon chart. So you can clearly see it was much higher. It's come back down from these $15 levels to these lower levels and it's now starting to make a move up since the news. And if we just go to the one day chart or even the five day chart, you can see that it clearly made this big move up. You can see that it made this move up right here after the news. So obviously very big news for mine beacon. But for whatever reason, it hasn't really responded for cloud MD. What's up doc? That's right. My brother. That's right. Hope you're doing well, Mark. So yeah, I just think this is huge news. I don't know why the market is not responding to it, but it should. And I believe at some point it will. And I feel like that creates an opportunity for you, the investors, I want to show you guys their website while I break you down this news, I'm going to show you guys the cloud MD software website. So if you guys would like to learn more, you guys can go to their website and you guys can learn about cloud MD. So transforming the healthcare delivery business. All right. You can see here leveraging proprietary technology to connect the entire healthcare ecosystem. And then it breaks down who they are, their business. I'm not going to go through all of it. You guys can do that. I just want to go through this news. So the mine beacon is a leading leading digital mental healthcare platform that provides a continuum of care, focusing on ICBT, which is an effective therapy provided through a computer or a mobile device. That's their business and medical experience. You can see with over 100 years of combined healthcare experience. So a team with a lot of experience. And then you can get in touch and see all of their recent news. You can also follow them on LinkedIn. This is their LinkedIn, LinkedIn, sorry, their LinkedIn. I'm going to hit follow. I'm now following them. And they also have their Twitter. So we're going to follow them on Twitter. See if I'm following them on Twitter. I'm already following them on Twitter. I'll hit that bell for notifications. So every time they have news, we'll be able to follow them. But you can clearly see that's the cloud MD software Twitter. So you guys can follow them on Twitter. Starting position in already. My man, Mark, Mark says, you're so right, Amanda. And Amanda says, smart moves, Mark. Doc has quietly been making moves. Now it's time to shine. I mean, I just think that this is grossly undervalued, under-appreciated, under-exposed. And if there's an opportunity for us to make some money, we got to be all over it. That's just what we do. So ICBT is an effective therapy provided through a computer or a mobile device. All right, let's just go back to the charts. Let's stop screen sharing this. All right. And let's take a look at the charts. Let's go back to MindBeacon. So you could see MindBeacon had a big day of 20% on the news and Doc went down on the news, which is odd. I don't understand it. I don't know why, probably because they had a combination of cash and stock that they used to acquire this acquisition, but I just feel like they're acquiring their growth and this is a company that's grossly undervalued. So I don't really understand this chart, but as an investor, the market doesn't always go the way you want it to go right away. Sometimes you got to be patient, so we're going to definitely be patient and watch this. So ICBT has become a fast-growing intervention channel compared to conventional psychotherapy. MindBeacon's platform provides a cost-effective stigma, reducing avenue to deliver mental health therapy that complements CloudMD's holistic integrated offering. MindBeacon has established relationships across a broad spectrum of B2C, business to consumer, and B2B, business to business distribution channels, including healthcare providers, employers, and governments. MindBeacon delivers positive outcomes with 82% of ICBT clients reporting self-improvement in mental health and 67% reporting clinically significant improvement. The addition of MindBeacon to CloudMD is expected to be immediately synergistic for a number of key reasons, and we're going to break down what those key reasons are. Okay, look, Doc's going up. So you can see here, Doc's already up today in Canada and the US 2%, so not much, but at least it's something. You can see going up a little bit in Canada and the United States today a little bit, and you can see here MindBeacon also climbing up today a little bit on the news. So a combined digital health platform expected to be one of North America's leading fully integrated health offerings with a clinically validated broad continuum of care to address mild, moderate, acute, and chronic mental and physical care. MindBeacon's mental health services will be integrated into CloudMD's comprehensive integrated health services platform, which is expected to amplify the reach and expand the breadth of interactive technologies and tool sets within behavioral health to support clients with longitudinal, multi-dimensional care, and data interparability is expected to provide additional data around healthcare outcomes and improved network effects. Significant cross-selling opportunities through a combined network of 5,500 corporate clients, over 5 million lives and extensive government contracts drives US expansion potential through additional capabilities, modalities, cross-selling synergies, and MindBeacon's recent acquisition of a US-based mental health provider. So you can see that MindBeacon has done well with this news. You can see Doc doing well in the US and in Canada today, up slightly, not huge, but definitely in the green. This move will drive US expansion potential through additional capabilities, modalities, cross-selling synergies, and MindBeacon's recent acquisition of a US-based mental health provider, leverage CloudMD's digital health services division and network of over 20,000 regulated healthcare professionals to promote MindBeacon's Beacon in a Box, white label, ICBT, SAS offering. And we love technology here, we love SAS, and we think that this is a company that everybody should be aware of. Everyone should put on their watch list and everyone should put on their radar. I appreciate you, Mark, thank you so much, my friend. Well, if you're winning, you're probably watching, and if you're not winning, you're probably not watching. That's for sure. All right, so the news is big and we're gonna continue with it on a consolidated basis, CloudMD expected to have an annual revenue run rate of 185 million and gross margin of approximately 35%. Those are some huge numbers for a company price at $1.43 in Canada. Like I said, I don't understand these prices. I feel like this is grossly undervalued, under-appreciated, under-exposed. Obviously, I am a shareholder, so I'm going to think that way. Love to know what you guys think, but I just think that these prices are way too cheap. Identified immediate cost synergies exceeding $2 million with this acquisition. We continue to rapidly execute on our project roadmap through strategic acquisitions to build a leading North American healthcare and wellness offering. Minebeacon's mental health services and ICBT platform adds another important capability to our robust healthcare ecosystem and further positions us with a leading, clinically validated mental health solution, said Dr. Issam Hamza, CEO of CloudMD. Our proprietary integrated end-to-end healthcare offering focuses on whole person care that addresses the comorbidities between mental and physical care. By uniting traditional siloed care, we are able to better leverage data to inform and provide improved patient outcomes as a doctor. I'm heartened by the fact that we are realizing one of CloudMD's founding principles to have a full tech-enabled patient-centric ecosystem that is already demonstrating measurable improved outcomes for patients. Karen Adams, president of CloudMD, further commented, this is a new acquisition as well, a new president that they've acquired. I think that this company's doing all the right moves. Mental health and the variety of treatments available represent a large market and access to care is a global concern. It is widely recognized that obtaining assessment and coordinated care supports access to care. CloudMD has developed a comprehensive health and wellness platform focused on health outcomes that provides access to treatment options from subclinical to clinical mental health needs and acquiring a leading ICBT platform helps provide a spectrum of treatment options. MindBeakons ICBT is synergistic to our patented, comprehensive, integrated health service platform and our EFAP human care program that is available throughout North America. This will give users the ability to utilize ICBT, will encourage engagement by reducing stigma based on the discrete nature of ICBT and ultimately will create a more efficient, valuable solution for patients, providers, payers and governments. The need for mental health treatment is accelerating daily. Mental health is a major problem and CloudMD software is looking for a solution for that problem. Because of that, I think this is a great company with a great future, with great growing revenue. Further, its impact on physical health and chronic conditions is also well known. Unfortunately, traditional methods of care are ineffective due to restrictive access, exorbitant costs and ingrained stigma. Governments and employers are looking for an end-to-end solution that treats the whole person, said Dan Clark, CEO of MindBeakons. MindBeakons proven effectiveness is leveraging technology, data science and personalized multi-model treatment to improve mental health outcomes has set us apart. Now combined with CloudMD's end-to-end, whole person care, our integrated solutions are truly unique and world-class. I'm excited about our future together and believe CloudMD is the ideal partner for our collective patients, customers and shareholders. So what are the terms of the transaction? CloudMD will acquire 100% of the issue of standing common shares of MindBeakon, a $4 stock, including its cash on hand of $53.9 million as of September 30th, 2021. Wow. The total transaction consideration is comprised of approximately $29.5 million in cash and 55.5 million common shares of CloudMD. So the reason why the stock is going down is because they issued more shares, which is diluting the stock. Still believe the company's undervalued. Yes, they're gonna have a lot of shares out. They may have to do a reverse at some point to reduce their share structure, but I still like this acquisition. Under the terms of the arrangement agreement, each common share of MindBeakon will exchange for $1.22 of cash plus 2.285 common shares of CloudMD. So for each share of MindBeakon, they will be receiving $1.22 of cash plus 2.28 and a half common shares of CloudMD, based on a seven-day VWAP volume-weighted average price of the common shares of CloudMD as of November 12th, 2021. The implied purchase price is approximately $116 million or $4.78 per share. So they're getting a little bit of a sum upside. The offer price represents a premium, so they're getting a premium of 49% to MindBeakon's seven-day volume-weighted average price as of November 12th, 2021. And obviously it went up 20% yesterday due to this transaction. The transaction will be carried out by a way of court-approved plan of arrangement under the Canada Business Corporations Act. On completion of the transaction, shareholders of MindBeakon will hold approximately 18.8% of pro-forma CloudMD. Completion of the transaction is subject to a number of customary conditions, including approval of at least two-thirds of the votes cast at a special meeting of MindBeakon shareholders. In addition to shareholders and court approvals, the transaction is also subject to the satisfaction of certain other closing conditions, customary intransactions of this nature, including TSX Venture Exchange approval. All right. Wow, so there is the arrangement agreement contains customary provisions, including a non-solicitation fiduciary out and a right to match provisions, as well as a 4.1 million termination fee payable to CloudMD under certain circumstances. That works out in CloudMD's favor. The arrangement agreement, which describes the full particulars of this transaction will be made available on CDAR. TD Security's Inc. has provided an opinion to the board of directors of MindBeakon to the effect that as of the date thereof and based upon the subject to the assumptions, limitations and qualifications set out in such opinion, the consideration to be received by MindBeakon shareholders under the transaction is fair from a financial point of view to such shareholders. The transaction has been unanimously approved by the board of directors of both companies. Well, there you go. MindBeakon's board of directors unanimously recommends that MindBeakon shareholders vote in favor of the transaction. The directors, officers and certain shareholders of MindBeakon collectively holding approximately 28% of its issue in outstanding common shares have entered into a voting support agreement under which they've agreed to support and vote in favor of the transaction. Ashlyn Capital Markets is acting as an exclusive financial advisor to CloudMD in connection with the transaction. Castles, Brock and Blackwell LLP is acting as a legal advisor to CloudMD. TD Security Zinc is acting as a financial advisor to MindBeakon and CreditSwiss is acting as a strategic advisor to MindBeakon each in connection with the transaction. Osler, Hoskin and Harcourt LLP is acting as a legal advisor to MindBeakon. Wow, that's a big deal. That's a big, big, big deal. Let's talk a little bit about CloudMD software. CloudMD is transforming the delivery of healthcare using technology and by providing a patient-centric approach with an emphasis on continuity of care by leveraging healthcare technology. The company's becoming one connected platform that addresses all points of a patient's healthcare journey and provides better access to care and approved outcomes through CloudMD's proprietary technology. The company delivers quality healthcare through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, healthcare navigation, educational resources and artificial intelligence. I love AI, AI. CloudMD's enterprise health solution division includes the leading student assistant program and one of the top four employee assistant programs in Canada and offers one comprehensive digitally connected platform for educational institutions, corporations, insurers and advisors to better manage the health and wellness of their students, employees and customers. CloudMD currently services a combined ecosystem of over 7,000 psychiatrists, approximately 4,500 therapists and counselors, approximately 4,000 psychologists and over 22,000 enormous family physicians, over 34,000 medical specialists, over 1,500 allied health professionals, over 500 clinics and over 5 million individuals across North America. For more information, you can visit investors.cloudmd.ca and about MindBeacon. After this transaction, MindBeacon Holdings Inc. MindBeacon provides a continuum of mental healthcare that includes self-guided, psycho-educational and wellness content, peer-to-peer support, therapist guided programs and live therapy sessions all offered virtually through its secure and private platform as one of the first commercially available digitally native platforms to offer the therapist assisted internet-based cognitive behavioral therapy in Canada. MindBeacon's professional service is designed around end users, their health, their way. Working with employers, insurance carriers and government ministries, MindBeacon offers services that are accessible, available, affordable and most importantly proven to be effective. MindBeacon is changing the therapy landscape by making professional care available to every person no matter when, where and how they choose to access it. That's some huge news. Love to know what you guys think but I think that this news is massive. I think this is a company that's undervalued, underappreciated, under-exposed. Love to know what you guys think about this acquisition of MindBeacon $4 stock by CloudMD software stock trading at about $1.40 in Canada, $1.15 in America despite the fact that they have a run rate next year of $185 million. Now they do have a little bit of dilution due to this transaction which will put them just under 300 million shares. So there are more shares issuing outstanding which is the reason why I believe the stock is down but I still think it's undervalued, underappreciated, under-exposed. I love to know what you guys think. If you like these videos, smash the like button, comment down below, share the video everywhere and subscribe if you're not winning. You're probably not watching. We bring in the winners, we bring in the news, we break them down and we bring it to you first. What do you think of this news? Must remind you of Rich TV Live strictly for information and education purposes. Please do your due diligence, do your research before you invest in anything that we talk about here on Rich TV Live. In saying that, we have an amazing track record. You can join our club at richpigsdaily.com where you can learn how to become a profitable trader and find undervalued, underappreciated, under-exposed companies daily where you can win. Thank you guys for watching. Comment on the video, is your boy Rich from Rich TV Live? Bring in the news, huge news, big acquisition of mind beacon holdings from Cloud MD Software. Love to know your opinion on this news. I think it's huge news. I'm a shareholder. This is a sponsored video and I'd love to know what you guys think about this transaction. Love the transaction. Once again, there are 55 million shares being issued for this. That's probably why the market is not loving the transaction. But at the end of the day, this makes Cloud MD Software enormous. I think that as far as telemedicine stocks, this is one of the fastest growing, biggest telemedicine companies in the world at the lowest prices. As an investor, that's what I live for. Love to know what you guys think. Love to know your opinion on this video. Is your boy Rich from Rich TV Live? And I'm out, peace.