TORONTO, June 20, 2024 /CNW/ - Andlauer Healthcare Group Inc. (TSX: AND) ("AHG" or the "Company") today announced that it has taken up and paid for 2,000,000 of its subordinate voting shares ("Shares") (including 1,032,045 multiple voting shares ("Multiple Voting Shares") on an as-converted basis) at a price of $45.00 per Share (the "Purchase Price") under its substantial issuer bid (the "Offer"), pursuant to which AHG offered to purchase for cancellation up to 2,000,000 Shares of the Company. The Offer expired at 5:00 p.m. (Toronto time) on June 19, 2024.
Completion of Substantial Issuer Bid
The Shares purchased under the Offer represent an aggregate purchase price of $90,000,000 and approximately 4.8% of the total number of AHG's issued and outstanding Shares and Multiple Voting Shares (on a non-diluted basis) as of June 19, 2024. After giving effect to the Offer, AHG will have 18,704,628 Shares and 20,807,955 Multiple Voting Shares issued and outstanding.
Based on the final count by TSX Trust Company, acting as depositary for the Offer (the "Depositary"), a total of 23,529,563 Shares (including 12,141,782 Multiple Voting Shares on an as-converted basis) were validly deposited and not withdrawn under the Offer. As the total number of Shares tendered was more than the total that could have been purchased by the Company under the terms of the Offer, holders of Shares or Multiple Voting Shares (collectively, "Shareholders"), including Andlauer Management Group Inc. ("AMG"), had 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.
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 owns 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.
Payment for the purchased Shares will be effected by the Depositary in accordance with the Offer and applicable law. Any Shares or Multiple Voting Shares invalidly tendered will be returned to Shareholders as soon as practicable by the Depositary.
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 (collectively, the "Offer Documents"), copies of which were filed and are available under our profile on SEDAR+ at www.sedarplus.ca.
The Offer Documents describe certain tax consequences to Shareholders of selling Shares under the Offer, including that Shareholders who sell Shares under the Offer are generally expected to be deemed to receive a dividend equal to the excess of the Purchase Price over the paid-up capital of a Share for purposes of the Income Tax Act (Canada) (the "Tax Act") at the time the Shares are taken up. As at the date hereof, the Company estimates the paid-up capital of a Share to be approximately $14.85 per Share. Accordingly, Shareholders who have sold Shares under the Offer are deemed to have received a taxable dividend as a result of such sale for Canadian federal income tax purposes. The dividend deemed to have been paid by AHG is designated as an "eligible dividend" for purposes of the Tax Act and any corresponding provincial and territorial tax legislation. The "specified amount" in respect of each Share for purposes of subsection 191(4) of the Tax Act is $38.73. Shareholders should consult with their own tax and other advisors with respect to the income tax consequences of the disposition of their Shares under the Offer.
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 the timing of payment and settlement for Shares purchased under the Offer, the number of Shares and Multiple Voting Shares expected to be issued and outstanding after completion of the Offer and the tax consequences of 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.
