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varied or withdrawn by the Corporation.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the date hereof is advised that SUCH TENDER IS NO LONGER VALID and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
