Andlauer Healthcare Group Completes Bought Deal Offering of Subordinate Voting Shares
October 26, 2021
FOR IMMEDIATE RELEASE:
Andlauer Healthcare Group Completes Bought Deal Offering of Subordinate Voting Shares
Not for distribution to U.S. news wire services or dissemination in the United States
TORONTO, ONTARIO – October 26, 2021 – 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 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 |