December 16, 2019
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
TORONTO, ONTARIO – December 16, 2019 – Andlauer Healthcare Group Inc. (TSX:AND) (“AHG” or the “Company”) announced today that, further to its recently completed initial public offering (the “Offering”) of 10,000,000 subordinate voting shares (“Subordinate Voting Shares”) at a price of $15.00 per share for total gross proceeds of $150,000,000, the over-allotment option granted to the underwriters to purchase up to an additional 1,500,000 Subordinate Voting Shares at a price of $15.00 per share (the “Over-Allotment Option”) was exercised in full, generating additional gross proceeds of $22,500,000. AHG intends to use the net proceeds of the Over-Allotment Option to repay existing indebtedness under its revolving credit facility.
The Subordinate Voting Shares began trading on the Toronto Stock Exchange on December 11, 2019 under the symbol “AND”. Following the closing of the Over-Allotment Option, there are 12,500,000 Subordinate Voting Shares issued and outstanding, as well as 25,100,000 multiple voting shares. RBC Capital Markets and CIBC Capital Markets acted 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. also acted as underwriters for the Offering. Goodmans LLP acted as legal counsel to AHG and Stikeman Elliott LLP acted as legal counsel to the underwriters.
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 any securities of AHG 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, as amended (the “U.S. Securities Act“), 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 registration 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-tocoast 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 use of proceeds from the Over-Allotment Option. The forward-looking statements in this news release are based on certain assumptions. 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