OptimizeRx inks Agreement to Acquire Medicx Health for $95 million

Preannounces Preliminary Third Quarter 2023 Results

OptimizeRx adds new, proven, profitable technologies to become the most comprehensive healthcare marketing platform in the nation.

Consolidated revenue run rate will increase to nearly $100 million and the acquisition is expected to be immediately accretive to earnings.

Third quarter 2023 headline numbers to come in ahead of consensus with revenue for OptimizeRx standalone expected to be between $15.2-$15.5 million and non-GAAP net income expected to be $0.6-$1 million.

Conference call to start at 8:30am EST on Thursday, October 12, 2023.

OptimizeRx Corp. (the “Company”) (Nasdaq: OPRX), the leading provider of healthcare technology solutions helping life sciences companies reach and engage healthcare professionals (HCPs) and patients, today announced it has signed an agreement to acquire Scottsdale, Arizona-based Healthy Offers, Inc., dba Medicx Health (“Medicx”), a leading healthcare consumer-focused omnichannel marketing and analytics company. The transaction purchase price is $95 million, and certain members of Medicx’s management plan to invest approximately $10.5 million of their proceeds into the Company’s common stock. Closing is expected during the fourth quarter of 2023.

The acquisition of Medicx further advances OptimizeRx’s mission to create a more informed and empowered healthcare community using new technology solutions. The addition of the Medicx patient and HCP-focused Micro-Neighborhood® Targeting Platform, built on its MX# advanced identity resolution technology, to OptimizeRx’s HCP-focused Dynamic Audience Activation Platform (DAAP) is expected to provide a single source of innovative technologies that will enhance the reach and efficacy of healthcare marketing for life sciences organizations.

“Our acquisition of Medicx is expected to be a major business accelerator for us as it encompasses all three of our growth drivers: expanding our audience, introducing new solutions, significantly opening client penetration and growth opportunities,” said Will Febbo, Chief Executive Officer, OptimizeRx. “Moreover, Medicx has a very healthy financial profile and we believe this acquisition will be transformative to our growth and profitability.”

“We’ve led the market in digital point-of-care expansion for pharma marketing and Medicx leads privacy-safe precision patient marketing. Together, we reach over two million HCPs and the majority of the US healthcare consumer population. As we bring our companies together, we see tremendous opportunity to address the unmet needs of our life sciences customers in creating meaningful brand connections with their two most important stakeholders, doctors and patients.”

“Coupling consumer and HCP marketing strategies is a natural next step for many of our customers,” stated Steve Silvestro, Chief Commercial Officer, OptimizeRx. “By being first to build out the connections, OptimizeRx is able to bring our customers two highly complementary solution sets on a single platform. We see an immediate opportunity with embedded customers of both organizations to benefit from the synergies we bring to the market as a combined collective of patient-centric marketing solutions.”

“I’m extremely proud of the leading patient-focused omnichannel platform the Medicx team has built, and believe our robust IP, data, and analytics capabilities will unlock significant customer value when coupled with OptimizeRx’s DAAP technologies and its industry-leading HCP reach,” stated Michael Weintraub, Medicx’s founder and chief executive officer. “Integrating with a leading HCP-focused enterprise provides numerous efficiencies, but more importantly positions the combined companies to fulfill a greater vision of building an end-to-end communication platform that can inform and educate both patients and HCPs through a highly targeted and data rich methodology that has never before been brought together in a cohesive way.”

Strategic and Financial Benefits

  • Positions in Key Growth Area: As part of OptimizeRx, Medicx technology and analytics solutions is expected to expand OptimizeRx’s addressable footprint in life science commercial digital budgets, a business area that is forecasted to grow 15% to 20% per year, and further enhance the Company’s position as a leading player in the digital pharma marketing landscape.
  • Expands Landing Pads: The combined companies’ partnerships encompass most major and emerging media outlets leveraged by healthcare marketers, including advanced tv, programmatic digital display and video, social, digital radio, and digital point-of-care such as electronic health record (EHR), e-Prescribing, and telehealth platforms.
  • Unlocks Value for Customers: In particular, fast-growing specialty brands looking to educate increasingly specific audiences of patients and HCPs will now be able to link the execution of HCP and consumer marketing strategies together into a truly customer-centric marketing ecosystem. We plan to initially focus the operational integration of the combined companies on the top three areas where clients are looking for long-term partners: new product launch support, increased reach to both HCPs and patients, and sustaining adherence.
  • Significant Financial Benefits: Medicx is a highly profitable company that is expected to contribute meaningfully to revenue, revenue growth, EBITDA and earnings per share. The transaction is expected to be immediately accretive to earnings and on a combined basis will have a revenue run-rate approaching $100 million.

Transaction Details

OptimizeRx will acquire Medicx for $95 million in total consideration, and certain members of Medicx’s management plan to invest approximately $10.5 million of their proceeds into the Company’s common stock. The cash component of the acquisition is being funded from OptimizeRx’s existing cash and short-term investments and from the proceeds of a new $40 million credit facility provided by Blue Torch Capital. Following the transaction, OptimizeRx will have approximately $12.5 million in cash and short-term equivalents available.

RBC Capital Markets, LLC served as exclusive financial advisor to OptimizeRx with respect to the acquisition of Medicx. RBC Capital Markets, LLC served as exclusive placement agent for OptimizeRx with respect to the Blue Torch Capital financing. Blank Rome LLP acted as legal advisor to OptimizeRx for both the acquisition and the financing. Canaccord Genuity served as financial advisor and Weiss Brown provided legal counsel to Medicx.

Preliminary Unaudited Third Quarter Results

For the third quarter, the Company expects revenue between $15.2 million and $15.5 million and non-GAAP net income between $0.6 million and $1.0 million. The sequential revenue growth was primarily driven by strong organic growth in messaging driven by our recent DAAP platform enhancement.

Conference Call

OptimizeRx management will host a conference call, followed by a brief analyst question-and-answer session. Details for the conference call can be found below:

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