AND Andlauer Heathcare Group Inc

TORONTO, May 14, 2024 /CNW/ - Andlauer Healthcare Group Inc. (TSX: AND) ("AHG" or the "Company") today announced that the Board has approved a substantial issuer bid (the "Offer") under which the Company will offer to purchase for cancellation up to 2,000,000 subordinate voting shares of the Company (the "Shares") at a price of $45.00 per Share (the "Purchase Price") for an aggregate purchase price not exceeding $90,000,000.

Only Shares will be taken up and purchased for cancellation pursuant to the Offer. Holders of multiple voting shares of the Company (the "Multiple Voting Shares") are entitled to participate in the Offer by depositing their Multiple Voting Shares to the Offer. Only those Multiple Voting Shares proposed to be taken up by the Company will be converted into Shares immediately prior to take up.

The Offer will not be conditional upon any minimum number of Shares being properly deposited under the Offer. The Offer will, however, be subject to other conditions and the Company will reserve the right, subject to applicable laws, to withdraw, extend or vary the Offer, if, at any time prior to the payment of deposited Shares, certain events occur. If more than 2,000,000 Shares and Multiple Voting Shares are properly deposited and not properly withdrawn, such deposited Shares (including Shares underlying Multiple Voting Shares) will be purchased on a pro rata basis.

The Company believes that the purchase of Shares is in the best interests of the Company and represents an attractive investment by the Company and an appropriate use of its excess cash-on-hand.

Participation of AMG, Directors and Officers

Andlauer Management Group Inc. ("AMG"), which, per publicly available ownership information, is the beneficial owner of 10,200 Shares and 21,840,000 Multiple Voting Shares, representing in the aggregate approximately 52.8% of all issued and outstanding Shares and Multiple Voting Shares as at May 13, 2024, has informed AHG that it is interested in participating in the Offer and intends to tender up to all of its Shares and Multiple Voting Shares to the Offer, with the goal of maintaining its approximate current proportionate ownership interest in the Company. AMG is wholly-owned by the Company's Chief Executive Officer, Michael Andlauer.

The directors and officers of the Company (other than Michael Andlauer) have advised the Company that they intend to deposit up to 663,900 Shares in the aggregate under the Offer. The intentions of AMG, the directors and officers of the Company and their respective associates or affiliates may change depending on the circumstances. In addition, subject to compliance with applicable laws, Shares (including those underlying Multiple Voting Shares and other securities of the Company) may be sold by AMG, the directors and officers of the Company and their respective associates or affiliates on the TSX or otherwise during the period of the Offer.

The Company has retained TSX Trust Company to act as depositary for the Offer.

The Offer will be for up to approximately 4.8% of the total number of issued and outstanding Shares and Multiple Voting Shares on a non-diluted basis. The Purchase Price will be denominated in Canadian dollars and payments of amounts owing to holders of Shares or Multiple Voting Shares (collectively, "Shareholders") whose Shares are taken up will be made in Canadian dollars. However, Shareholders may elect to receive the Purchase Price in United States dollars as described in the Offer. In such case, the risk of any fluctuation in exchange rates, including risks relating to the particular date and time at which funds are converted, will be borne solely by the Shareholder.

The board of directors of AHG (the "Board of Directors") has approved the Offer. However, none of the Company, its Board of Directors or the Depositary makes any recommendation to any Shareholder as to whether to deposit or refrain from depositing Shares or Multiple Voting Shares under the Offer. Shareholders are urged to evaluate carefully all information in the Offer, consult their own financial, legal, investment and tax advisors, and make their own decisions as to whether to deposit Shares or Multiple Voting Shares under the Offer, and, if so, how many Shares or Multiple Voting Shares to deposit.

The formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") containing, among other things, the terms and conditions of the Offer, instructions for depositing Shares and Multiple Voting Shares and the factors considered by the Board of Directors in making its decision to approve the Offer, will be filed with the applicable securities regulators and mailed to shareholders on or about May 15, 2024. The Offer Documents will be available free of charge under the Company's SEDAR+ profile at www.sedarplus.ca. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer. In particular, 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 $15.66 per Share; however such amount is expected to decrease in connection with the conversion of Multiple Voting Shares to Shares upon the Company's take up of tendered Multiple Voting Shares pursuant to the Offer. Following the expiration of the Offer, AHG will advise Shareholders of the estimated paid-up capital per Share for purposes of the Tax Act as at the time of such announcement.

The Offer referred to in this press release has not yet commenced. 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. The solicitation and the offer to buy Shares will only be made pursuant to the Offer Documents to be filed with the applicable securities regulators in Canada.

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.

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 regarding the Company's intention to commence the Offer, the size, timing, tax consequences, terms and conditions of the Offer, participation in the Offer by AMG and the Company's directors and officers, potential sales of Shares outside the Offer by AMG and the Company's directors and officers and the Company's cash strategy.

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.