Custom Health Holdings Inc. (TSX:CHLT) has completed its acquisition of Spencer Health Solutions Inc., purchasing the company for $25 million in a transaction that eliminates third-party support and infrastructure costs Custom Health previously incurred under a deployment arrangement with Spencer.
The deal, conducted through a statutory merger, makes Spencer Health a wholly owned subsidiary. Custom Health acquired Spencer's technology, intellectual property and product roadmap, including the spencer smart medication dispenser and an in-home monitoring platform, according to the company.
Custom Health paid $1.5 million in cash and approximately $23.5 million in stock consideration through pre-funded warrants exercisable for common shares. The purchase price is subject to working capital adjustments and a 12% annualized gross-up adjustment. The stock component carries two caps: an aggregate ceiling of 24.999% of shares outstanding prior to closing and an individual cap of 19.99% of pre-closing shares outstanding.
Shane Bishop, chief executive officer of Custom Health, said the acquisition gives the company greater control over its product roadmap and allows it to align hardware and software development more closely with the needs of its pharmacy and clinical operations.
Custom Health operates an integrated pharmacy network across Canada and the United States and offers medication management services through its AdhereNet platform. The combination with Spencer's technology broadens the firm's in-home monitoring capabilities.
The definitive agreement was announced on Aug. 5, 2026, and Custom Health received conditional approval from the Toronto Stock Exchange on Aug. 25. The acquisition closed Thursday. Warrants issued as part of the consideration can be exercised starting 90 days after closing through 15 months following the transaction.
