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Acquisition of 100 locations Cement Neighborly’s position as Canada’s Largest and fastest growing community pharmacy network
Neighborly’s National Pharmacy Network now spans 275 coast-to-coast locations
TORONTO† June 27, 2022 /CNW/ – Neighborly Pharmacy Inc. (TSX: NBLY) (“neighbors” or the “Company† Canada’s largest and fastest growing network of independent pharmacies, is pleased to announce that it has completed its previously announced acquisition (the “Acquisition“) from Rubicon Pharmacies (“Rubicon“), for a total cash consideration of $435 millionsubject to customary post-closure adjustments.
“This acquisition represents a combination of Canada’s community pharmacy leaders,” stated Chris Gardner, the company’s Chief Executive Officer. “The Rubicon locations are ideally positioned to expand Neighborly’s presence from Manitoba until British Colombia, giving us a significant and complementary footprint. The pharmacies within this mostly rural portfolio are similar to ours and act as the center of health care for smaller, underprivileged communities. Our biggest similarity, however, is our shared values: both companies give unparalleled priority to patient-centered care. We are delighted to integrate Rubicon’s pharmacies into our network and welcome the more than 1,500 employees to our exceptional team.”
“Since our IPO, we have nearly doubled in size and looking to fiscal 2023, our company has established itself extensively, now operating at 275 locations following the Rubicon acquisition,” said the company. Chris Gardner, the company’s Chief Executive Officer. “The strength and vital nature of our business, our financial flexibility and strong EBITDA growth position us well to continue our robust pipeline of acquisitions to continue to drive future growth.”
As announced on June 7, 2022As part of an agreement with the Competition Bureau, Neighborly has agreed to sell two pharmacy locations in Saskatchewan† After the sale of these two locations, the acquisition of Rubicon will expand Neighborly’s network by 100 locations.
Subscription receipt conversion mechanics
Now that the takeover has become effective, each subscription certificate will be exchanged for one common share (each, a “Common part“), without further consideration and without further action from the subscription holders. As a result, Neighborly will have 44,281,724 ordinary shares outstanding at the end of today.
Dealing in the Subscription Certificates will be discontinued from the Toronto Stock Exchange (the “TSX“) today, the transfer register maintained by the Registration Notes will be closed, and the Registration Notes will be deleted by the TSX after the close of trading today. Trading on the TSX of the underlying Common Shares is expected to commence upon the opening of the market on June 28, 2022†
As there are no record dates for the payment of dividends from the issuance of the subscription certificates until the closing of the Acquisition, the holders of subscription certificates will not receive a payment equivalent to dividend upon conversion of the subscription certificates.
About Community Pharmacy Inc.
neighborhood is Canada’s largest and fastest growing network of community pharmacies. United by their focus on the patient and their role as essential and trusted healthcare hubs within their communities, Neighborly’s pharmacies strive to provide accessible healthcare with a personal touch. Since 2015, Neighborly has expanded its diversified national presence to 275 locations, cementing the company’s reputation as the industry’s preferred acquirer.
The securities described herein have not been and will not be registered under the US Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States, absence of registration or an applicable exemption from registration. This press release does not constitute an offer to sell or solicitation of an offer to purchase the securities described herein. The offer or sale of the Subscription Certificates and the underlying Ordinary Shares will not be made in any jurisdiction where such offer, solicitation or sale would be unlawful.
Caution Regarding Forward-Looking Statements
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information“) within the meaning of applicable securities laws. Forward-looking information may relate to our future financial results and may include information about our financial position, business strategy, growth strategies, financial results, taxes, dividend policy, plans and objectives. In some cases, forward-looking information may be identified by the use of forward-looking terminology such as “expects”, “estimates”, “prospects”, “forecasts”, “projections”, “prospects”, “intends”, “anticipates”, “believes”, or variations of such words and expressions or statements that certain actions, events or results “may”, “could”, “may”, “will”, “will be taken”, “avoid” or “achieved”. In addition, statements that refer to expectations , intentions, projections or other characteristics of future events or conditions forward-looking information.Forward-looking statements contain targeted information are not historical facts, but instead represent management’s expectations, test estimates and forecasts with respect to future events or conditions. Forward-looking information in this press release includes the listing of the Ordinary Shares underlying the subscription certificates on the TSX.
Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that the company believes are appropriate and reasonable on the date on which such statements are made in light of its experience and perception of historical trends, current conditions and expected future developments. Such estimates and assumptions include assumptions regarding our ability to build our market share; our ability to retain key personnel; our ability to maintain and expand our geographic reach; our ability to execute on our expansion plans; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; currency exchange and interest rates; the impact of competition; the changes and trends in our industry or the global economy; the changes in laws, rules, regulations and global standards; the successful and timely integration of Rubicon in the foreseen time frame; the realization of the expected benefits, economies of scale, operational efficiencies, cost savings and synergies of the Acquisition in the anticipated time frame, including effects on growth and accretion in various financial measures; and the absence of significant undisclosed costs or liabilities associated with the acquisition are material factors in preparing forward-looking information and management’s expectations.
Further, forward-looking information is subject to known and unknown risks, uncertainties, assumptions and other factors that could cause actual results, activity level, performance or performance to differ materially from those expressed or implied by such forward-looking information, including but not limited to risks and uncertainties related to the Acquisition, including risks associated with increased indebtedness upon completion of the Acquisition; failure to realize or realize the expected benefits, economies of scale, operational efficiencies, cost savings and synergies of the Acquisition within the foreseen time frame; risks associated with the integration of the Neighborly and Rubicon businesses; the materiality of post-closing adjustments to the purchase agreement for the Acquisition; risks associated with the company’s reliance on key personnel and the loss of certain key Rubicon personnel; significant undisclosed costs or liabilities in connection with the Acquisition may be discovered; risks of reliance on information provided by Rubicon and the risk of inaccurate or incomplete information, historical and/or isolated financial information may not be representative of future performance; uncertainty about the expected financial condition and economic performance after completion of the Acquisition; and increased regulatory exposure in the Canadian Prairies after the Acquisition; as well as other factors discussed or referenced in management’s discussion and analysis for the 52-week periods ended March 26, 2022 and March 27, 2021 and under the heading “Risk Factors” in the company’s annual information form for the closed financial year March 26, 2022, both of which are available on SEDAR at www.sedar.com under the company profile. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove to be incorrect, actual results or future events could differ materially from those anticipated in the forward-looking information.
While we have attempted to identify significant risk factors that could cause actual results to differ materially from those in forward-looking information, there may be other risk factors that are not known to us at this time or which we believe are immaterial and that actual results or future events could also 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 the results anticipated in such information. No forward-looking statement is a guarantee of future results. Therefore, you should not place undue reliance on forward-looking information, which speaks only as of the date it is made. The forward-looking information contained in this press release represents the company’s expectations as of the date of this press release (or as the date otherwise stated) and is subject to change after that date. However, the Company disclaims 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 in Canada† Any forward-looking information in this press release is expressly qualified by the foregoing warnings.
SOURCE Community Pharmacy Inc.
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