Andlauer Healthcare Group Inc. (TSX: AND) (“
AHG”
or the “
Company”) today announced that it and
Andlauer Management Group Inc. (the “
Selling
Shareholder”) have successfully completed the previously
announced bought deal offering of 3,500,000 subordinate voting
shares at a price of C$48.20 per subordinate voting share for
aggregate gross proceeds of C$168,700,000 (the
“
Offering”). The Offering was comprised of
2,000,000 subordinate voting shares issued from treasury (the
“
Treasury Shares”) and offered by AHG for gross
proceeds of C$96,400,000 and 1,500,000 subordinate voting shares
offered by the Selling Shareholder, for gross proceeds of
C$72,300,000.
The underwriting syndicate was led by CIBC
Capital Markets and RBC Capital Markets (collectively, the
"Joint Bookrunners"), and included Scotia Capital
Inc., TD Securities Inc., Stifel Nicolaus Canada Inc. and National
Bank Financial Inc. (together with the Joint Bookrunners, the
“Underwriters”).
The Underwriters were granted an over-allotment
option, exercisable for a period of 30 days from the date of the
closing of the Offering, to purchase up to an additional 15% of the
aggregate subordinate voting shares to be sold pursuant to the
Offering. The over-allotment option is comprised of 525,000
subordinate voting shares from the Selling Shareholder and does not
include any subordinate voting shares from treasury.
The Company intends to use the net proceeds of
the sale of subordinate voting shares by it under the Offering to
pay a portion of the cash purchase price payable in connection with
its previously disclosed acquisitions of 100% of the issued and
outstanding shares of T.F. Boyle Transportation, Inc. and the
remaining 51% of the issued and outstanding shares of Skelton USA
Inc. (collectively, the “Acquisitions”). AHG did
not receive any of the proceeds of the sale of subordinate voting
shares by the Selling Shareholder.
Prior to the closing of the Offering, the
Selling Shareholder held all 25,100,000 multiple voting shares and
10,200 subordinate voting shares of the Company, representing
approximately 65.3% of the issued and outstanding shares and 88.2%
of the voting power attached to all outstanding shares. Following
the closing of the Offering (assuming no exercise of the
over-allotment option and prior to giving effect to the
Acquisitions), the Selling Shareholder holds all 23,600,000
multiple voting shares and 10,200 subordinate voting shares of the
Company, representing approximately 58.3% of the issued and
outstanding shares and 84.8% of the voting power attached to all
outstanding shares.
The subordinate voting shares were offered in
Canada by way of a short-form prospectus and the Treasury Shares
were also offered in the United States by way of private placement
to Qualified Institutional Buyers pursuant to the exemption from
registration provided by Rule 144A under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") and corresponding exemptions from registration under
state securities laws.
No securities regulatory authority has either
approved or disapproved the contents of this press release. The
subordinate voting shares have not been, and will not be,
registered under the U.S. Securities Act, or any state securities
laws. Accordingly, the subordinate voting shares may not be offered
or sold within the United States unless registered under the U.S.
Securities Act and applicable state securities laws or pursuant to
exemptions from the registration requirements of the U.S.
Securities Act and applicable state securities laws. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of the subordinate
voting shares in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
About AHG
AHG is a leading and growing supply chain
management company offering a robust platform of customized
third-party logistics ("3PL") and specialized transportation
solutions for the healthcare sector. The Company's 3PL services
include customized logistics, distribution and packaging solutions
for healthcare manufacturers across Canada. AHG's specialized
transportation services, including air freight forwarding, ground
transportation, dedicated delivery and last mile services, provide
a one-stop shop for clients' healthcare transportation needs.
Through its complementary service offerings, available across a
coast-to-coast distribution network, the Company strives to
accommodate the full range of its clients' specialized supply chain
needs on an integrated and efficient basis. For more information on
AHG, please visit: www.andlauerhealthcare.com
Forward Looking Information
This press release contains "forward-looking
information" and "forward-looking statements" (collectively,
"forward-looking information") within the meaning of applicable
securities laws, including statements regarding the completion of
the proposed Acquisitions and the intended use of proceeds of the
Offering. In some cases, forward-looking information can be
identified by the use of forward-looking terminology such as
"plans", "targets", "expects", "is expected", "an opportunity
exists", "budget", "scheduled", "estimates", "outlook",
"forecasts", "projection", "prospects", "strategy", "intends",
"anticipates", "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "would", "might" or, "will", "occur" or "be achieved", and
similar words or the negative of these terms and similar
terminology. In addition, any statements that refer to
expectations, intentions, projections or other characterizations of
future events or circumstances contain forward-looking information.
Statements containing forward-looking information are not
historical facts but instead represent management's expectations,
estimates and projections regarding future events or
circumstances.
This forward-looking information is based on our
opinions, estimates and assumptions that, while considered by the
Company to be appropriate and reasonable as of the date of this
press release, are subject to known and unknown risks,
uncertainties, assumptions and other factors that may cause the
actual results, level of activity, performance or achievements to
be materially different from those expressed or implied by such
forward-looking information, including but not limited to that all
conditions to completion of the Acquisitions (including regulatory
approvals and third party consents) will not be satisfied or waived
and those other risks discussed in greater detail under the "Risk
Factors" section of our Annual Information Form which is available
under our profile on SEDAR at www.sedar.com.
If any of these risks or uncertainties
materialize, or if the opinions, estimates or assumptions
underlying the forward-looking information prove incorrect, actual
results or future events might vary materially from those
anticipated in the forward-looking information. Although we have
attempted to identify important risk factors that could cause
actual results to differ materially from those contained in
forward-looking information, there may be other risk factors not
presently known to us or that we presently believe are not material
that could also cause actual results or future events to differ
materially from those expressed in such forward-looking
information.
There can be no assurance that forward-looking
statements will prove to be accurate as actual outcomes and results
may differ materially from those expressed in these forward-looking
statements. Readers, therefore, should not place undue reliance on
any such forward-looking statements. Further, these forward-looking
statements are made as of the date of this news release and, except
as expressly required by applicable law, AHG assumes no obligation
to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise.
All of the forward-looking information contained
in this press release is expressly qualified by the foregoing
cautionary statements.
For further information, please contact:
Peter Bromley |
Bruce Wigle |
Chief Financial Officer |
Investor Relations |
Tel: (416) 744-4900 |
Tel: (647) 496-7856 |
Andlauer Heathcare (TSX:AND)
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