TORONTO, June 20,
2024 /CNW/ - Andlauer Healthcare Group Inc. (TSX:
AND) ("AHG" or the "Company") today announced the
preliminary results of its substantial issuer bid (the
"Offer"), pursuant to which AHG offered to purchase for
cancellation up to 2,000,000 subordinate voting shares of the
Company ("Shares") at a price of $45.00 per Share (the "Purchase Price")
for an aggregate purchase price not to exceed $90,000,000. The Offer expired at 5:00 p.m. (Toronto time) on June
19, 2024.
In accordance with the terms and conditions of the Offer and
based on the preliminary calculation of TSX Trust Company (the
"Depositary") as depositary for the Offer, AHG expects to
take up and pay for 2,000,000 Shares (including certain multiple
voting shares ("Multiple Voting Shares") on an as-converted
basis) at the Purchase Price, representing an aggregate purchase
price of $90,000,000. The Shares
expected to be purchased under the Offer represent approximately
4.8% of the total number of AHG's issued and outstanding Shares and
Multiple Voting Shares before giving effect to the Offer and on a
non-diluted basis. After giving effect to the Offer, AHG expects to
have 18,704,628 Shares and 20,807,955 Multiple Voting Shares
issued and outstanding.
Andlauer Management Group Inc. ("AMG") beneficially
owned 10,200 Shares and 21,840,000 Multiple Voting Shares prior to
the launch of the Offer, representing in the aggregate
approximately 52.8% of the Company's issued and outstanding Shares
and Multiple Voting Shares. After giving effect to the Offer,
AMG is expected to own 10,200 Shares and 20,807,955 Multiple Voting
Shares, representing in the aggregate approximately 52.7% of the
Company's issued and outstanding Shares and Multiple Voting Shares.
AMG is wholly-owned by the Company's Chief Executive Officer,
Michael Andlauer.
No Shares or Multiple Voting Shares were tendered through
notices of guaranteed delivery. As the total number of Shares
tendered is more than the total that can be purchased by the
Company under the terms of the Offer, holders of Shares or Multiple
Voting Shares, including AMG, are expected to have approximately
8.5% of the Shares or Multiple Voting Shares which they validly
deposited and did not withdraw taken up and purchased by the
Company.
The above details are preliminary and remain subject to
verification by the Depositary. Upon take up and payment of the
Shares purchased, AHG will release the final results.
The full details of the Offer are described in the offer to
purchase and issuer bid circular dated May
14, 2024, as well as the related letter of transmittal and
notice of guaranteed delivery, copies of which were filed and are
available under our profile on SEDAR+ at www.sedarplus.ca.
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Shares.
About AHG
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 in Canada, 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, AHG strives to
accommodate the full range of its clients' specialized supply chain
needs on an integrated and efficient basis. The Company also
provides specialized ground transportation services, primarily to
the healthcare sector, across the 48 contiguous U.S. states. For
more information on AHG, please visit:
www.andlauerhealthcare.com.
Forward-Looking
Information
This news release may contain "forward-looking information"
and "forward-looking statements" (collectively, "forward-looking
information") within the meaning of applicable securities laws,
including, without limitation, statements related to the Offer
(including expected purchases of Shares tendered under the Offer,
the number of Shares and Multiple Voting Shares expected to be
issued and outstanding after completion of the Offer and AMG's
expected ownership following the Offer), and other statements that
are not historical facts.
This forward-looking information is based on our opinions,
estimates and assumptions that, while considered by the Company to
be appropriate and reasonable as of the date of this press release,
are subject to known and unknown risks, uncertainties, assumptions
and other factors that may cause the actual results, level of
activity, performance or achievements to be materially different
from those expressed or implied by such forward-looking
information, including but not limited to the "Risk Factors"
section in our Annual Information Form, available free of charge
under the Company's profile on SEDAR+ at www.sedarplus.ca.
If any of these risks or uncertainties materialize, or if the
opinions, estimates or assumptions underlying the forward-looking
information prove incorrect, actual results or future events might
vary materially from those anticipated in the forward-looking
information. Although we have attempted to identify important risk
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
risk factors not presently known to us or that we presently believe
are not material that could also cause actual results or future
events to differ materially from those expressed in such
forward-looking information. There can be no assurance that such
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. No forward-looking statement is a guarantee of future
results. Accordingly, investors should not place undue reliance on
forward-looking information, which speaks only as of the date made.
The forward-looking information contained in this press release
represents our expectations as of the date specified herein and are
subject to change after such date. However, we disclaim any
intention or obligation or undertaking to update or revise any
forward-looking information whether as a result of new information,
future events or otherwise, except as required under applicable
securities laws.
All of the forward-looking information contained in this
press release is expressly qualified by the foregoing cautionary
statements.
SOURCE Andlauer Healthcare Group Inc.