December 11, 2019
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
TORONTO, ONTARIO – December 11, 2019 – Andlauer Healthcare Group Inc. (TSX:AND) (“AHG” or the “Company“), today announced the successful closing of its previously announced 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 Subordinate Voting Shares are listed and will commence trading today on the Toronto Stock Exchange under the symbol “AND”.
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.
The underwriters were 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.
In connection with the Offering, the Company also completed the acquisition of the AHG Entities (as such term is defined in the final prospectus) from Andlauer Management Group Inc. (“AMG”) in consideration for the issuance of 25,175,000 multiple voting shares in the capital of the Company (“Multiple Voting Shares”, and together with the 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 was converted by AMG into 925,000 Subordinate Voting Shares that AMG subsequently transferred to an employee trust for the benefit of current executive officers and employees of the Company and the AHG Entities. AMG further converted 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 owner-operators engaged by the Company.
Following completion of the transactions described above, AMG, a corporation owned and controlled by Michael Andlauer, owns and controls all of the 25,100,000 issued and outstanding Multiple Voting Shares and 75,000 Subordinate Voting Shares. This represents approximately 69.7% of the issued and outstanding Shares and approximately 90.2% of the voting power attached to all of the Shares (approximately 67.0% and 89.0% respectively, if the Over-Allotment Option is exercised in full), in each case exclusive of the 925,000 Subordinate Voting Shares transferred to the employee trust.
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 exercise of the Over-Allotment Option and the transfers of Subordinate Voting Shares from the employee trust and to independent owner-operators. 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 forwardlooking 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 forwardlooking 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