Custom Health Announces Binding Letter of Intent to Acquire Evergreen Pharmacy; Expected to Add Over US$78 Million in Annual Revenue
July 22, 2026 6:30 AM EDT | Source: Custom Health Holdings Inc.
- Custom Health has entered into a binding letter of intent (the "LOI") to acquire Evergreen Pharmacy LLC ("Evergreen"), a Wisconsin-based specialty pharmacy specializing in the management of complex therapies for chronic disease states.
- Evergreen generated Revenue of approximately US$78.8 million with Normalized EBITDA (1) of US$0.60 million, for the twelve-month period ended December 31, 2025. Evergreen is a profitable company on both EBITDA and Net Income basis and would be immediately accretive to Custom Health’s financial profile.
- The proposed acquisition is expected to strengthen Custom Health's ability to support patients managing complex therapies, add a significant base of patients living with chronic conditions, and expand the Company's operating footprint across the U.S. Midwest, with Evergreen licensed to provide pharmacy services in Wisconsin, Illinois, and Michigan, and positioned to expand into Minnesota.
Kelowna, British Columbia--(Newsfile Corp. - July 22, 2026) - Custom Health Holdings Inc. (TSX: CHLT) ("Custom Health" or the "Company"), a vertically integrated, tech-enabled healthcare platform, today announced that it has entered into a binding letter of intent ("LOI") to acquire Evergreen Pharmacy LLC, ("Evergreen") a Wisconsin limited liability company operating a specialty pharmacy in West Allis, Wisconsin (the "Acquisition").
Evergreen is a specialty pharmacy providing "high-touch" patient care, including assistance with complex insurance approvals, monitoring of lab test requirements and results, enhanced patient training and education, onsite and provider-clinic injection services, tele-pharmacy services, and ongoing monitoring of patients for side effects and medication adherence. Evergreen achieved Revenue of US$78.8 million, for the twelve-month period ended December 31, 2025, with Normalized EBITDA(1) of US$0.60 million during the fiscal year. In its first quarter of 2026, for the three months ended March 31, 2026, Evergreen achieved Revenue of US$19.6 million with Normalized EBITDA(1) of US$0.15 million. Evergreen reported positive Net Income in both fiscal 2025 and Q1-2026.
Shane Bishop, Chief Executive Officer of Custom Health, commented, “Evergreen is expected to bring a well-established specialty pharmacy with deep expertise in complex, high-touch patient care to our platform. Its clinical capabilities, established provider relationships, and consistent revenue base align directly with our strategy of expanding technology-enabled pharmacy and clinical services across North America, and we look forward to working toward a definitive agreement.”
Mr. Bishop added, “The proposed Acquisition would be expected to boost the Company’s revenue and profitability, strengthen Custom Health's ability to support patients managing complex therapies, add a significant base of patients living with chronic conditions, and expand the Company's operating footprint across the U.S. Midwest. Evergreen's high-touch clinical care model is closely aligned with Custom Health's focus on medication management, while its existing prescription volume and provider relationships are expected to strengthen the Company's ability to support providers and patients across the care continuum and provide a foundation for additional technology-enabled and pharmacist-led services.”
Evergreen is licensed to provide pharmacy services in Wisconsin, Illinois, and Michigan, with the ability to expand its service offering into Minnesota. Evergreen's areas of expertise in the delivery of complex specialty medications include: Behavioral Health, Dermatology, Gastroenterology (including Crohn's Disease and Ulcerative Colitis), Infectious Disease, Irritable Bowel Syndrome, Rheumatology, Addiction, Pulmonology, Osteoporosis, Neurology (Migraine), and Asthma/Allergy.
Transaction Details:
Under the terms of the LOI, the total purchase price for the Acquisition is proposed to be US$3,500,000, inclusive of not less than US$1,000,000 of prescription drug inventory and US$450,000 of net working capital. The purchase price is payable in cash on closing of the Acquisition ("Closing"), subject to a US$175,000 indemnity holdback for the six (6) month period following Closing. Closing is subject to the negotiation and execution of a definitive agreement in respect of the Acquisition, completion of due diligence, receipt of all requisite regulatory and third-party approvals and other customary closing conditions. Subject to the satisfaction of all conditions precedent thereto, the Company presently expects the Acquisition to be completed in Q3-2026.
Evergreen – Select Unaudited Financial Information
The following is a summary of Evergreen's unaudited revenue and financial performance for the fiscal year ended December 31, 2025, and the three-month period ended March 31, 2026, presented in US dollar currency:
(1) Non-IFRS Financial Measures - EBITDA and Normalized EBITDA are non-IFRS financial measures and do not have any standardized meaning prescribed by IFRS Accounting Standards. They are presented as a supplement to, and not as a substitute for or superior to, net income or other financial measures determined in accordance with IFRS. EBITDA is defined as Earnings Before Interest, Taxes, Depreciation and Amortization. The Company's definition of Normalized EBITDA excludes owner salaries and retirement contributions that will not be recurring post-closing of the Acquisition. Management believes Normalized EBITDA provides useful information to investors by excluding items that management does not consider indicative of the Company's core operating performance.
Debt Settlement
The Company also announces that it has issued an aggregate of 99,646 common shares in the capital of the Company (the "Shares") in full and final satisfaction of an aggregate of C$578,954.84 owing to certain arm's-length creditors under two promissory notes. The Shares are subject to a statutory hold period expiring four months and one day following the date of issuance, in accordance with applicable Canadian securities legislation.
Leadership Update
In addition, the Company announces that Robert Guzman has voluntarily resigned from his position as Chief Compliance and Regulatory Officer of the Company for personal reasons. The Company thanks Mr. Guzman for his contributions during his tenure.
Shane Bishop
Chief Executive Officer
Custom Health Holdings Inc.
About Custom Health
Custom Health is an AI-enabled healthcare technology company that operates an infrastructure platform designed to ensure medication therapy works as intended. The Company connects in-home technology, pharmacy, and pharmacist-led clinicians to create continuous visibility into a patient's therapy. Powered by the proprietary AdhereNet® platform, Custom Health operates an integrated pharmacy network across Canada and the U.S. as part of its broader infrastructure, supporting medication delivery, continuous monitoring, and clinical action to enable earlier engagement and support improved outcomes. To learn more, visit customhealth.com.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Custom Health. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes, without limitation, information regarding: the anticipated terms, timing and completion of the Acquisition; completion of satisfactory due diligence in respect of the Acquisition; the negotiation and execution of a definitive agreement in respect of the Acquisition; the satisfaction of closing conditions; the anticipated revenue, financial and operational contributions of Evergreen following Closing; the Company's ability to integrate Evergreen's operations and realize anticipated synergies; and the Company's future business plans.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflects Custom Health's management estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. The reader should not place undue reliance on these forward-looking statements. There can be no assurance that the LOI will result in a definitive agreement, that the results of due diligence from the Acquisition will be satisfactory, that a definitive agreement, if executed, will be completed on the terms currently contemplated or at all, including the timing any Closing will occur or whether the conditions precedent to the Acquisition will be waived or satisfied, or that the anticipated benefits of the proposed Acquisition will be realized. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are, without limitation: the parties' ability to negotiate and execute a definitive agreement in respect of the Acquisition on the terms outlined in the LOI or at all; unsatisfactory results from due diligence; failure to satisfy closing conditions; results from business operations not matching management expectations including with respect to financial performance; inability to synergize business operations; risks related
to operating in a regulated environment; competition; inability to realize operational synergies or results as expected from acquisitions or other business transactions; risks associated with being a newly listed issuer; risks related to the Company's indebtedness; risks relating to the Company's ability to access capital on acceptable terms or at all; risks associated with business relationships and partnerships; supply chain risks; operations in multiple markets; exchange rate fluctuations; valuation of intangible assets; risks relating to litigation and administrative proceedings; interests of significant shareholders; reliance on key personnel, including transitions in key management and compliance roles; ability to attract and retain highly skilled personnel; internal controls; counterparty and concentration risks; business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the other risks disclosed in the Company's continuous disclosure record available under the Company's profile on SEDAR+ at www.sedarplus.ca.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein. Custom Health does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
For more information:
Pardeep S. Sangha
Investor Relations, Custom Health.
Phone: 604-572-6392
ir@customhealth.com
Source: Custom Health Holdings Inc.
