Medical Facilities Corporation Announces Increased Price and Extension of its Previously Announced Substantial Issuer Bid

CNW Group

Mon, Feb 24, 2025, 3:29 PM 5 min read

TORONTO, Feb. 24, 2025 /CNW/ - Medical Facilities Corporation ("Medical Facilities" or the "Corporation") (TSX: DR), announced today the amendment of the terms of the Corporation's ongoing substantial issuer bid (the "Offer"), pursuant to which the Corporation has offered to purchase from its shareholders ("Shareholders"), for cancellation, up to $80,750,000 of its common shares (the "Common Shares").

The Offer has been amended to increase the price range offered to Shareholders who tender their Common Shares pursuant to the Offer to a price of not less than $16.50 per Common Share and not more than $18.00 per Common Share (in increments of $0.10 per Common Share) (the "New Range"). The New Range varies the original price range of the Offer of not less than $15.50 and not more than $17.00 per Common Share. The high end of the New Range represents a 15.5% premium to the 20-day VWAP of the Common Shares prior to the announcement of the Offer and a 22.7% premium to the 20-day VWAP of the Common Shares prior to the announcement of the sale of Black Hills Surgical Hospital, LLP to Sanford Health on November 15, 2024.

In connection with the variation of the price range of the Offer, the expiry date of the Offer has been extended to 11:59 p.m. (Toronto time) on March 11, 2025 (the "Expiry Date"), unless further extended, varied or withdrawn by the Corporation. All other terms of the Offer remain unchanged. The Corporation anticipates announcing the results of the Offer by no later than March 15, 2025, following the close of markets.

The Offer is for up to approximately 21.3% of the Corporation's total number of issued and outstanding Common Shares (based on a purchase price equal to the minimum purchase price per Common Share and 22,932,462 Common Shares issued and outstanding as at the close of business on January 17, 2025).

The amended Offer represents the Corporation's final effort to return capital to shareholders in this manner. The Corporation expects that following the Expiry Date, any cash allocated to the Offer but not used to repurchase Common Shares will be distributed to Shareholders by way of a special dividend. Shareholders are advised to consult with their advisors to obtain tax advice in connection therewith.

As a result of the variation of the Offer, any Shareholder who previously tendered their Common Shares to the Offer prior to the date hereof is advised that SUCH TENDER IS NO LONGER VALID and that the Shareholder WILL BE REQUIRED TO PROPERLY RETENDER THEIR COMMON SHARES in the manner described in the Notice of Variation (as defined below) in order to participate in the Offer. For greater certainty, any and all Common Shares previously tendered will be deemed to be withdrawn and will not be accepted for take-up and payment unless the Shareholder takes the additional steps described in the Notice of Variation. If you previously tendered your Common Shares and you do not properly retender your Common Shares in accordance with the procedures described in the Notice of Variation, your Common Shares will be returned to you by Computershare, the depositary for the Offer, promptly after the Expiry Date.

The Information Agent for the Offer is:

Shorecrest Group Ltd.
Telephone: 647-931-7454
Toll-Free: 1-888-637-5789
E-mail: contact@shorecrestgroup.com

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The solicitation and the offer to buy the Common Shares will only be made pursuant to the offer to purchase and issuer bid circular dated January 20, 2025, as amended by the notice of variation and extension dated February 25, 2025 (the "Notice of Variation"), the Amended Letter of Transmittal and the amended notice of guaranteed delivery (collectively, the "Offer Documents"). Details of the Offer, including instructions for tendering Common Shares, are included in the Offer Documents. The Offer Documents will be mailed to Shareholders, filed with applicable Canadian securities regulatory authorities and made available on SEDAR+ at www.sedarplus.ca, and will also be posted on the Corporation's website at www.medicalfacilitiescorp.ca. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.

About Medical Facilities

Medical Facilities, in partnership with physicians, owns a portfolio of highly rated, high-quality surgical facilities in the United States. Medical Facilities' ownership includes controlling interests in three specialty surgical hospitals located in Arkansas, Oklahoma, and South Dakota, and an ambulatory surgery center ("ASC") located in California. The specialty surgical hospitals perform scheduled surgical, imaging, diagnostic and other procedures, including primary and urgent care, and derive their revenue from the fees charged for the use of their facilities. The ASC specializes in outpatient surgical procedures, with patient stays of less than 24 hours. For more information, please visit www.medicalfacilitiescorp.ca.

Caution concerning forward-looking statements

Statements made in this news release, other than those concerning historical financial information, may be forward-looking and therefore subject to various risks and uncertainties. Some forward-looking statements may be identified by words like "may", "will", "anticipate", "estimate", "expect", "intend", or "continue" or the negative thereof or similar variations and include statements about the Offer. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Factors that could cause results to vary include those identified in Medical Facilities' filings with Canadian securities regulatory authorities such as legislative or regulatory developments, intensifying competition, technological change and general economic conditions. All forward-looking statements presented herein should be considered in conjunction with such filings. Medical Facilities does not undertake to update any forward-looking statements; such statements speak only as of the date made.

SOURCE Medical Facilities Corporation