TORONTO, Oct. 5, 2020 /CNW/ - Andlauer Healthcare
Group Inc. (TSX: AND) ("AHG" or the "Company") today announced that
it has acquired all of the issued and outstanding shares of TDS
Logistics Ltd. ("TDS") and McAllister Courier Inc. ("MCI"), two
regionally focused temperature-controlled transportation
businesses, from Andlauer Management Group Inc. ("AMG") for a
purchase price of approximately $15.9
million in cash, funded from existing cash flow from
operations. These complementary tuck-in acquisitions are expected
to increase the reach of AHG's services and expand its market
presence in Ontario. Together, the
two companies generated approximately $22
million of net revenue in 2019.
AMG initially acquired its interest in each of TDS and MCI in
2018 and 2015, respectively, and had contractual options to acquire
the remaining stake in both companies that were exercised in
September and May 2020, respectively.
Following the exercise of such options, AMG offered the Company the
opportunity to acquire the businesses at a substantially similar
valuation multiple to that paid by AMG.
"It made logical sense to acquire these partners as they
complement the objective of broadening AHG's network," said
Michael Andlauer, Chief Executive
Officer of AHG. "We have a very clear sense of how to integrate the
businesses into our operations because we have been collaborating
with them for several years and have a number of common
customers."
About the Acquired Companies
TDS is a dedicated ambient transportation service provider, with
a fleet of 98 temperature-controlled vehicles. TDS provides
dedicated deliveries to pharmacies, hospitals, and clinics in the
Greater Toronto Area, with an
extended reach to Hamilton,
Barrie, Hanover and the Niagara region.
MCI is a logistics provider offering a wide range of
transportation services from courier and LTL shipments to expedited
and dedicated delivery service. Founded to meet the varied
transportation needs of carriers and logistics providers within the
Chatham – Windsor corridor, MCI has been serving its
customers since 1993.
Multilateral Instrument 61-101
AMG is a private corporation owned and controlled by
Michael Andlauer, the Chief
Executive Officer and a director of the Company. As a result, the
acquisition constitutes a "related party transaction" under
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The acquisition
was reviewed and considered by a special committee of the Company's
independent directors. The special committee, with the assistance
of independent legal counsel, took a lead role in respect of the
examination, review and negotiation of the acquisition and related
documentation on behalf of the Company. The acquisition was not
subject to the formal valuation and minority approval requirements
of MI 61-101 as the fair market value of the transaction is not
more than 25% of the Company's market capitalization.
Advisors
Goodmans LLP acted as legal counsel to AHG and Stikeman Elliott
LLP acted as independent legal counsel to AHG's special committee
of independent directors. Feltmate Delibato Heagle LLP acted as
legal counsel to AMG.
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, 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, the Company strives to
accommodate the full range of its clients' specialized supply chain
needs on an integrated and efficient basis. For more information on
AHG, please visit: www.andlauerhealthcare.com.
Forward-looking Information
This news release may contain forward-looking statements
(within the meaning of applicable securities laws) including,
without limitation, statements regarding the general financial and
market impact that the acquisition of TDS and MCI is expected to
have on the Company and that the acquisitions will expand the
Company's market presence. The forward-looking statements in this
news release are based on certain assumptions, including without
limitation that the companies will continue perform as they have
recently. They are not guarantees of future performance and involve
risks and uncertainties that are difficult to control or predict. A
number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements,
including, but not limited to, the risk that the acquired
businesses will not perform as expected, the Company will not be
able to successfully integrate the acquisitions, and the factors
discussed under the heading "Risk Factors" in the Company's annual
information form dated March 12, 2020
available on the Company's profile on SEDAR at
www.sedar.com. There can be no assurance that
forward-looking statements will prove to be accurate as actual
outcomes and results may differ materially from those expressed in
these forward-looking statements. Readers, therefore, should not
place undue reliance on any such forward-looking statements.
Further, these forward-looking statements are made as of the date
of this news release and, except as expressly required by
applicable law, the Company assumes no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
SOURCE Andlauer Healthcare Group Inc.