WELL Health tightens grip on HEALWELL AI with Orion Health deal in pivotal AI healthcare shift

WELL Health Technologies Corp., a leading Canadian digital health company, has exercised its contractual call right to acquire a major equity and voting stake in HEALWELL AI Inc., marking a strategic expansion of its footprint in the healthcare AI sector. The call right, previously negotiated with HEALWELL’s founders, was activated in conjunction with the completion of HEALWELL’s acquisition of New Zealand-based Orion Health Holdings Limited.

This move marks a significant realignment in the digital health investment space, providing WELL with not only an enlarged economic interest but also substantial voting control over HEALWELL. The transaction was formally executed on April 1, 2025, the same day HEALWELL closed its NZ$175 million acquisition of Orion Health.

What triggered the call right and what were the original terms?

The foundation for this transaction was laid on October 1, 2023, when WELL entered into a call option agreement with HEALWELL’s founding shareholders—Dr. Sven Grail and Dr. George Christodoulou. The agreement granted WELL the right to purchase 30.8 million Subordinate Voting Shares and an equal number of Multiple Voting Shares in HEALWELL, at nominal prices of $0.125 per Subordinate Share and $0.0001 per MVS.

However, the exercise of this call right was conditional. It depended on HEALWELL achieving certain financial and capital market milestones, as well as obtaining required regulatory approvals. Additionally, the agreement mandated that WELL could only exercise its right in “pairs,” meaning it had to purchase one voting and one non-voting share concurrently.

How does the Orion Health acquisition relate to WELL’s strategic timing?

On December 16, 2024, HEALWELL reached a share purchase agreement to acquire Orion Health, an established provider of healthcare data integration and digital health platforms. The NZ$175 million deal positioned HEALWELL to expand its global reach and technological capabilities.

To synchronize its share acquisition with this major event, WELL amended the call option agreement, aligning its execution with the closing of the Orion Health deal. This strategic timing allowed WELL to consolidate its influence over HEALWELL precisely as the company was expanding its operational and geographic footprint.

How much control does WELL now hold over HEALWELL AI?

Before the transaction, WELL already held 65.9 million HEALWELL shares and 500,000 subscription receipts, translating to approximately 30.9% of HEALWELL’s issued Subordinate Voting Shares. However, this only gave WELL a 13.4% say in the company’s voting matters.

Following the acquisition of the full 30.8 million Optioned Shares and MVSs, WELL’s holdings grew substantially. It now owns 97.5 million HEALWELL Shares, 30.8 million MVSs, and 250,000 share purchase warrants. Given that each MVS holds nine votes versus one vote per Subordinate Share, WELL now commands nearly 69% of the total voting rights in HEALWELL.

HEALWELL currently has 261.5 million Subordinate Voting Shares and 30.8 million MVSs in circulation, including new shares issued during the Orion Health transaction and the conversion of Subscription Receipts. This positions WELL as the dominant shareholder and strategic decision-maker within HEALWELL’s capital structure.

Was regulatory and shareholder approval required for WELL’s control position?

Yes. WELL’s status as a control person was approved by HEALWELL’s shareholders on a disinterested basis in September 2023. The Toronto Stock Exchange granted its final approval in October 2023, enabling the current transaction to proceed without further regulatory barriers.

This control designation gives WELL significant influence over corporate governance decisions, board appointments, and strategic direction within HEALWELL. The TSX’s approval reinforces WELL’s legitimacy as a long-term investor with controlling rights in a publicly traded company.

What are WELL Health Technologies’ future intentions with HEALWELL?

WELL has stated that its investment in HEALWELL is primarily strategic and long-term. However, the company noted it would continue to assess its investment on an ongoing basis. Future actions may include additional purchases or dispositions of HEALWELL securities, depending on market dynamics and internal strategy. WELL’s flexibility allows it to respond to changing economic conditions or emerging opportunities in the healthcare AI market.

What does this mean for the healthcare AI market?

WELL’s increasing control over HEALWELL signals a broader consolidation trend in digital health and AI-based care delivery. By aligning with HEALWELL’s acquisition of Orion Health, WELL is positioning itself at the intersection of clinical AI, patient data integration, and healthcare workflow optimisation. The combined entity is expected to enhance its offerings to healthcare systems and providers across North America and Asia-Pacific.

This development underscores the growing importance of healthcare data platforms and predictive AI tools in modern healthcare. WELL’s investment strategy reflects a bet on the accelerating convergence of digital infrastructure and clinical intelligence.