TORONTO,
Feb. 10, 2022 /CNW/ –
Andlauer Healthcare Group Inc. (TSX: AND) ("AHG" or the
"Company") today announced that it has entered into a
definitive agreement to acquire 100% of Logistics Support Unit
(LSU) Inc. ("LSU") for total aggregate consideration of
approximately C$30 million, subject
to customary purchase price adjustments (the "Acquisition").
AHG expects the Acquisition to be immediately accretive to cash
flow and earnings per share and to expand its market presence in
Québec.
Established in 2008, LSU is a third-party logistics
provider offering specialty pharmacy, warehousing, distribution and
order management services throughout Canada to national and international companies
as well as government clients in the pharmaceutical, medical and
biotechnology sectors. LSU is also the
exclusive distributor of immunizing agents for the Québec public
health system.
"After many years working together, we are thrilled to announce
this strategic transaction with LSU's
business and leadership team, who we hold in very high regard,"
stated Michael Andlauer, Chief
Executive Officer of AHG. "LSU is a
leading third party logistics provider dedicated to the healthcare
sector in Québec, and this acquisition will strengthen our service
offerings and significantly expand our presence in the province. I
am excited to welcome the LSU team to
Andlauer Healthcare Group and look forward to working with them to
continue the LSU brand and legacy under the AHG umbrella."
"We are delighted to join the Andlauer team," stated
Johanne Bissonnette, President of
LSU. "For the past 12 years,
LSU has operated under private
ownership, offering third party logistics services within the
healthcare industry, where we have built a reputation for being a
flexible, customizable and scalable logistics provider.
LSU sought a partner who values their
people, culture and customers, and we are confident this strategic
transaction with AHG will allow for our continued growth and will
positively serve the needs of our current and future
customers."
AHG will pay consideration of C$30
million for 100% of the shares of LSU, subject to customary purchase price
adjustments. The consideration will consist of approximately
C$22.5 million in cash, to be
financed through a combination of cash on hand and by drawing on
the Company's credit facilities, and C$7.5
million in AHG subordinate voting shares, which will be
subject to a post-closing hold period.
Closing of the Acquisition is subject to various closing
conditions, including the receipt of TSX approval in connection
with the issuance of the AHG subordinate voting shares. The
Acquisition is expected to close on or around March 1, 2022.
Advisors
Goodmans LLP is acting as legal counsel to AHG and JGW Business
and Tax Law Inc. is acting as legal counsel to LSU.
About LSU
LSU is a first class provider of
third-party logistics ("3PL") services exclusively for the
pharmaceutical, medical and biotechnology sectors and is also an
exclusive distributor of immunizing agents for the Québec public
health system. LSU's mission is to
integrate optimal logistical solutions by providing expertise and
quality services in the areas of customer service, warehousing and
distribution, tailored to the needs of every client. For more
information on LSU, please visit:
http://www.logisticslsu.com
About AHG
AHG is a leading and growing supply chain management company
offering a robust platform of customized 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 in Canada,
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, AHG strives to accommodate the full range of its clients'
specialized supply chain needs on an integrated and efficient
basis. The Company also provides specialized ground transportation
services, primarily to the healthcare sector, across the 48
contiguous U.S. states. 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 timing and completion of the
proposed Acquisition, the receipt of TSX approval for the issuance
of subordinate voting shares in connection with the Acquisition and
the anticipated benefits of the Acquisition (including the extent
to which they will be accretive). 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, 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: the risk that the acquired company
will not perform in accordance with expectations and past history;
the risk that all conditions to completion of the Acquisition
(including regulatory approvals and third party consents) will not
be satisfied or waived; the risk that the acquired company may not
be efficiently integrated or that synergies will not be realized;
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.
SOURCE Andlauer Healthcare Group Inc.