AND Andlauer Heathcare Group Inc

This press release is being disseminated as required by National Instrument 62‐103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report (the “Early Warning Report”) regarding the disposition of securities of Andlauer Healthcare Group Inc. (TSX: AND) (“AHG”) by Andlauer Management Group Inc. (“AMG”), a private corporation owned and controlled by Michael Andlauer.

On October 26, 2021, AMG and AHG, completed a “bought deal” offering of 3,500,000 subordinate voting shares of AHG (“Subordinate Voting Shares”) at a price of $48.20 per Subordinate Voting Shares for gross proceeds of $168,700,000 (the “Offering”), which consisted of (a) a treasury offering of 2,000,000 Subordinate Voting Shares for gross proceeds to AHG of $96,400,000, and (b) a secondary offering from AMG of 1,500,000 Subordinate Voting Shares for gross proceeds of $72,300,000. The Offering was made through a syndicate of underwriters consisting of CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., Stifel Nicolaus Canada Inc., and National Bank Financial Inc. (collectively, the “Underwriters”), pursuant to an underwriting agreement dated October 12, 2021 among the Underwriters, AHG and AMG. The Offering was made by way of a short form prospectus dated October 19, 2021 filed in each of the provinces and territories of Canada. Upon closing of the Offering on October 26, 2021, AMG disposed of 1,500,000 Subordinate Voting Shares.  

Prior to the Offering, AMG owned all of the 25,100,000 issued and outstanding multiple voting shares in the capital of AHG (the “Multiple Voting Shares”, and together with the Subordinate Voting Shares, the “Shares”) and 10,200 Subordinate Voting Shares (representing approximately 0.08% of the issued and outstanding Subordinate Voting Shares, 65.3% of all issued and outstanding Shares and 88.2% of the voting power attached to all of the issued and outstanding Shares, in each case outstanding prior to the Offering).

Following the Offering, AMG owns all of the 23,600,000 issued and outstanding Multiple Voting Shares and 10,200 Subordinate Voting Shares (representing approximately 0.06% of the issued and outstanding Subordinate Voting Shares, 58.3% of all issued and outstanding Shares and 84.8% of the voting power attached to all of the issued and outstanding Shares, in each case outstanding following the Offering).

AMG has granted to the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part, for a period of 30 days after the closing of the Offering, to purchase up to an additional 525,000 Subordinate Voting Shares on the same terms as the Offering to cover over-allotments, if any, and for market stabilization purposes.

On October 5, 2021, AHG announced that it had entered into definitive agreements to acquire 100% of T.F. Boyle Transportation, Inc. (the “Boyle Acquisition”) and the remaining 51% of Skelton USA Inc. (the “Skelton Acquisition” and, together with the Boyle Acquisition, the “Acquisitions”). A portion of the purchase price for the Boyle Acquisition will be satisfied by the issuance of 522,116 Subordinate Voting Shares from treasury and a portion of the Skelton Acquisition will be satisfied by the issuance of 518,672 Subordinate Voting Shares from treasury. The Acquisitions are expected to close in the fourth quarter of 2021. Following closing of the Acquisitions, and assuming no exercise of the Over-Allotment Option, AMG will hold approximately 0.06% of the issued and outstanding Subordinate Voting Shares, 56.9% of all issued and outstanding Shares and 84.1% of the voting power attached to all of the issued and outstanding Shares (0.06%, 55.6% and 83.4% respectively if the Over-Allotment Option is exercised in full).

In addition to the foregoing, it is expected that from time to time, AMG will transfer Subordinate Voting Shares to independent owner-operators engaged by AHG, consistent with the disclosure set out in AHG’s initial public offering prospectus.

A copy of the Early Warning Report to be filed by Michael Andlauer in connection with the transactions described above will be available on the Company’s SEDAR profile at www.sedar.com.

The head office of the Company is located at 100 Vaughan Valley Blvd., Vaughan, Ontario, Canada L4H 3C5. Michael Andlauer’s address is c/o Andlauer Management Group Inc., 100 Vaughan Valley Blvd., Vaughan, Ontario, Canada L4H 3C5.

To obtain a copy of the Early Warning Report filed under National Instrument 62-103, please contact:

Peter Bromley	Bruce Wigle
Chief Financial Officer	Investor Relations
Tel: (416) 744-4900	Tel: (647) 496-7856