Adheris Health (AHE) Investor Update summary

Strategic review and business update

• Strategic review initiated to maximize shareholder value, focusing on both ANZ and U.S. business units.

• ANZ business represented 20% of group revenue and was sold to Jonas Software for up to AUD 42.35 million, including upfront, holdback, and uncapped earnout.

• Sale proceeds discharged all debt, leaving a net cash position of approximately AUD 16.5 million, excluding an AUD 8 million holdback due by year-end.

• U.S. business remains under review, with ongoing interest and potential sale being considered; focus now shifts to accelerating U.S. growth.

• Board is considering capital management initiatives, including a potential capital return to shareholders.

Transaction details and financial position

• Jonas Software, part of Constellation Software, acquired the ANZ business, with a headline price of AUD 35 million and potential earnout of AUD 7.35 million over three years.

• AUD 8 million of the sale price is held back pending working capital adjustments, expected by year-end.

• No superior offers for the ANZ business were received; the chosen offer provided the best value and certainty.

• All outstanding debt and finance facilities of US$15.1 million have been fully discharged following the transaction.

• Jonas acquired 100% of shares in the main Australian entity, its subsidiary, UK investment in Charac, and the "MedAdvisor" brand.

U.S. business outlook and operations

• U.S. business is 75% through a major replatforming, with improvements in scalability and efficiency.

• Strategic review for the U.S. business is ongoing, with all options, including a sale, being considered.

• Cost cuts and revenue projections aim for free cash flow neutrality or a small positive in FY 2026.

• Pipeline for the first half of FY 2026 is solid, with further guidance to be provided with the next Appendix 4C.

• U.S. and ANZ tech stacks are now fully separated, with ongoing development on distinct platforms.