Early Warning Report Issued Pursuant to National Instrument 62-103
December 7, 2022
— Andlauer Management Group Inc. Announces Private Sales of Subordinate Voting Shares —
TORONTO, Dec. 7, 2022 /CNW/ – Michael Andlauer, Chief Executive Officer of Andlauer Healthcare Group Inc. (TSX: AND) (the “Company”), announced today that Andlauer Management Group Inc. (“AMG”), a private corporation owned and controlled by Michael Andlauer, has entered into agreements to sell an aggregate of up to 1,760,000 subordinate voting shares in the capital of the Company (“Subordinate Voting Shares”), representing approximately 9.64% of the issued and outstanding Subordinate Voting Shares, for investment purposes. The sales are expected to be completed on or about December 8, 2022 pursuant to a number of private agreements at a price of $49.25 per Subordinate Voting Share for an aggregate purchase price of up to $86,680,000.00 (collectively, the “AMG Disposition”).
Prior to the AMG Disposition, AMG owned all of the 23,600,000 issued and outstanding multiple voting shares in the capital of AHG (the “Multiple Voting Shares”, and together with the Subordinate Voting Shares, the “Shares”) and 10,200 Subordinate Voting Shares (representing approximately 0.06% of the issued and outstanding Subordinate Voting Shares, 56.41% of all issued and outstanding Shares and 83.80% of the voting power attached to all of the issued and outstanding Shares).
Following the AMG Disposition, AMG will own all of the 21,840,000 issued and outstanding Multiple Voting Shares and 10,200 Subordinate Voting Shares (representing approximately 0.05% of the issued and outstanding Subordinate Voting Shares, 52.20% of all issued and outstanding Shares and 81.37% of the voting power attached to all of the issued and outstanding Shares, in each case assuming there are no changes to the issued and outstanding number of Shares after the date hereof other than the conversion of 1,760,000 Multiple Voting Shares into an equivalent number of Subordinate Voting Shares in connection with the AMG Disposition).
AMG’s Shares are being held for investment purposes and AMG’s position may be increased or decreased as considered appropriate in light of investment criteria, market conditions and other factors and in accordance with the provisions of applicable securities legislation. It is expected that from time to time, AMG will transfer Subordinate Voting Shares to independent owner-operators engaged by AHG, consistent with the disclosure set out in AHG’s initial public offering prospectus.
This news release is being issued under the early warning provisions of Canadian securities legislation. A copy of the Early Warning Report to be filed by Michael Andlauer in connection with the transactions described above will be available on the Company’s SEDAR profile at www.sedar.com.
The head office of the Company is located at 100 Vaughan Valley Blvd., Vaughan, Ontario, Canada L4H 3C5. Michael Andlauer’s address is c/o Andlauer Management Group Inc., 100 Vaughan Valley Blvd., Vaughan, Ontario, Canada L4H 3C5.
SOURCE Andlauer Healthcare Group Inc.
For further information: To obtain a copy of the Early Warning Report filed under National Instrument 62-103, please contact: Peter Bromley, Chief Financial Officer, Tel: (416) 744-4900; Bruce Wigle, Investor Relations, Tel: (647) 496-7856