Employee Trust of Andlauer Healthcare Group Sells Shares

June 17, 2020

– Control Shareholder Michael Andlauer Receives No Proceeds of Transaction –

TORONTO, June 17, 2020 /CNW/ – Michael Andlauer, Chief Executive Officer of Andlauer Healthcare Group Inc. (TSX: AND) (the "Company"), announced today that The AHG Employee Benefit Plan Trust (the "Employee Trust"), an employee trust formed in connection with the Company’s initial public offering (the "IPO") for the benefit of certain executive officers and employees of the Company and its subsidiaries, has arranged to sell an aggregate of 508,000 subordinate voting shares in the capital of the Company ("Subordinate Voting Shares"), representing approximately 4.1% of the issued and outstanding Subordinate Voting Shares. The sale is expected to be completed on June 23, 2020 pursuant to a number of private agreements at a price of $32.00 per Subordinate Voting Share for an aggregate purchase price of $16,256,000.

The proceeds of the sale will be used by the Employee Trust to facilitate distributions from the Employee Trust to its beneficiaries, and to settle obligations to the Company incurred in connection with the formation of the Employee Trust (as disclosed in the Company’s IPO prospectus dated December 4, 2019), with the goal of simplifying the Employee Trust structure moving forward. Neither Michael Andlauer nor Andlauer Management Group Inc. ("AMG"), a private corporation owned and controlled by Michael Andlauer, will receive any proceeds from the sale.

As a trustee of the Employee Trust, Michael Andlauer may be considered to have shared control over the Subordinate Voting Shares held by the Employee Trust. The Employee Trust currently holds 925,000 Subordinate Voting Shares (representing 7.4% of the issued and outstanding Subordinate Voting Shares), and following the sale, the Employee Trust will hold 417,000 Subordinate Voting Shares (representing approximately 3.3% of the issued and outstanding Subordinate Voting Shares).

At all times since the IPO, AMG has continued to own 75,000 Subordinate Voting Shares (representing 0.6% of the issued and outstanding Subordinate Voting Shares), which it intends to transfer to select independent owner-operators engaged by the Company, and all of the 25,100,000 issued and outstanding multiple voting shares in the capital of the Company (the "Multiple Voting Shares" and together with the Subordinate Voting Shares, the "Shares"). Together, this represents approximately 67.0% of the issued and outstanding Shares and approximately 89.0% of the voting power attached to all of the Shares, in each case exclusive of the Subordinate Voting Shares held by the Employee Trust. The Multiple Voting 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.

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.

To obtain a copy of the Early Warning Report filed under National Instrument 62-103, please contact:

Peter Bromley

Bruce Wigle

Chief Financial Officer

Investor Relations

Tel: (416) 744-4900

Tel: (647) 496-7856

 

SOURCE Andlauer Healthcare Group Inc.

For further information: Peter Bromley, Chief Financial Officer, Tel: (416) 744-4900; Bruce Wigle, Investor Relations, Tel: (647) 496-7856