December 4, 2019
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Toronto, Ontario, December 4, 2019 – Andlauer Healthcare Group Inc. (“AHG” or the “Company”) announced today that it has obtained receipt for its final prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada and has entered into an underwriting agreement for its previously announced initial public offering of subordinate voting shares (the “Offering”). Pursuant to the Offering, AHG will issue an aggregate of 10,000,000 subordinate voting shares (“Subordinate Voting Shares”) at a price of $15.00 per share (the “Offering Price”), for total gross proceeds of $150,000,000.
The underwriters of the Offering have also been granted an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 1,500,000 Subordinate Voting Shares at a price of $15.00 per share for additional gross proceeds of $22,500,000 if the Over-Allotment Option is exercised in full. The Over-Allotment Option can be exercised for a period of 30 days from the closing date. RBC Capital Markets and CIBC Capital Markets are acting as lead underwriters and joint bookrunners for the Offering. BMO Capital Markets, National Bank Financial Inc., Scotiabank, TD Securities Inc., GMP Securities L.P., INFOR Financial Inc., and Wellington-Altus Private Wealth Inc. are also acting as underwriters for the Offering. Goodmans LLP is acting as legal counsel to AHG and Stikeman Elliott LLP is acting as legal counsel to the underwriters.
In connection with the Offering, the Company has entered into a share purchase agreement with Andlauer Management Group Inc. (“AMG”) pursuant to which AMG agreed to sell to the Company the AHG Entities (as such term is defined in the final prospectus) in consideration for the issuance of 25,175,000 multiple voting shares in the capital of the Company (“Multiple Voting Shares”, and together with Subordinate Voting Shares, “Shares” ), a non-interest bearing promissory note in the aggregate principal amount of $186,125,000 and a non-interest bearing convertible promissory note in the principal amount of $13,875,000 (the “Convertible Note”), which shall be convertible into 925,000 Subordinate Voting Shares at the option of the holder (collectively, the “Acquisition”). Upon closing, AMG will convert the Convertible Note into 925,000 Subordinate Voting Shares and will transfer such Subordinate Voting Shares to an employee trust for the benefit of current executive officers and employees of the Company and the AHG Entities. AMG will further convert 75,000 Multiple Voting Shares into 75,000 Subordinate Voting Shares, which it intends to transfer, at least 180 days after closing, to select independent owneroperators engaged by the Company.
Upon closing, following completion of the Offering and the transactions detailed in the prospectus under the heading “The Acquisition”, an aggregate of 11,000,000 Subordinate Voting Shares, 25,100,000 Multiple Voting Shares (12,500,000 Subordinate Voting Shares and 25,100,000 Multiple Voting Shares if the Over-Allotment Option is exercised in full) will be issued and outstanding. All of the issued and outstanding Multiple Voting Shares and 75,000 Subordinate Voting Shares will be held and controlled by AMG on closing. The Shares issued to AMG will be valued at the same price per share as the Offering Price.
The closing of the Offering is expected to occur on December 11, 2019, subject to customary closing conditions, at which time the Subordinate Voting Shares will commence trading on the Toronto Stock Exchange (“TSX”) under the symbol “AND”. The TSX has conditionally approved the listing of the Subordinate Voting Shares, subject to fulfilling customary TSX requirements. A copy of the final prospectus for the Offering is available on SEDAR at www.sedar.com.
No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Subordinate Voting Shares have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act“), as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act). 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 registrations requirements of the U.S. Securities Act and applicable state securities laws.
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.
This news release may contain forward-looking statements (within the meaning of applicable securities laws) including, without limitation, statements regarding the anticipated completion of the Offering, the Acquisition, the exercise of the Over-Allotment Option and the transfers of Subordinate Voting Shares to the employee trust and to independent owner-operators. The forward-looking statements in this news release are based on certain assumptions, including without limitation that the Offering will be completed on December 11, 2019 as expected. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the heading “Risk Factors” in the Company’s final prospectus available at www.sedar.com. 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, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise
For further information, please contact:
Peter Bromley, Chief Financial Officer and Corporate Secretary Tel: (416) 744-4900