/THIS MEDIA RELEASE IS NOT FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES/
Acquisition of 100 Locations Cements
Neighbourly's Position as Canada's
Largest and Fastest Growing Network of Community Pharmacies
Neighbourly's National Pharmacy Network now
spans 275 Locations from Coast to Coast
TORONTO, June 27,
2022 /CNW/ - Neighbourly Pharmacy Inc. (TSX:
NBLY) ("Neighbourly" 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") of Rubicon Pharmacies
("Rubicon"), for a total cash consideration of $435 million, subject to customary post-closing
adjustments.
"This acquisition represents a combination of Canada's community pharmacy leaders," stated
Chris Gardner, the Company's Chief
Executive Officer. "Rubicon's locations are ideally positioned to
expand Neighbourly's presence from Manitoba to British
Columbia, providing us with a significant and complementary
footprint. The pharmacies within this primarily rural
portfolio are similar to our own, acting as the centre of
healthcare delivery for smaller, underserved communities. However,
our greatest similarity is our shared values: both companies place
an unmatched priority upon patient-focused care. We are
delighted to integrate Rubicon's pharmacies into our network and
welcome its more than 1,500 employees to our exceptional team."
"Since our IPO, we have nearly doubled in size, and looking
forward to fiscal 2023, our business has established itself at
scale, now with 275 locations following the acquisition of
Rubicon," stated Chris Gardner, the
Company's Chief Executive Officer. "The strength and essential
nature of our business, our financial flexibility and strong EBITDA
growth position us well to pursue our robust pipeline of
acquisitions to continue to drive future growth."
As announced on June 7, 2022, as
part of an agreement with the Competition Bureau, Neighbourly has
agreed to sell two pharmacy locations in Saskatchewan. Net of the sale of these two
locations, the Rubicon acquisition expands Neighbourly's network by
100 locations.
Subscription Receipt Conversion
Mechanics
With the closing of the Acquisition now effective, each
subscription receipt will be exchanged for one common share (each,
a "Common Share"), without additional consideration and
without further action by the holders of subscription receipts. As
a result, at the close of business today, Neighbourly will have
44,281,724 common shares outstanding.
Trading in the subscription receipts will be halted from the
Toronto Stock Exchange (the "TSX") today, the transfer
register maintained by the subscription receipt agent will be
closed, and the subscription receipts will be delisted by the TSX
after close of business today. Trading on the TSX of the underlying
Common Shares is expected to begin at the opening of the market on
June 28, 2022.
As no record dates have occurred for the payment of dividends
since the issuance of the subscription receipts up to the closing
of the Acquisition, the holders of subscription receipts will not
receive any dividend equivalent payment upon conversion of the
subscription receipts.
About Neighbourly Pharmacy
Inc.
Neighbourly is Canada's largest
and fastest growing network of community
pharmacies. United by their patient first focus and their
role as essential and trusted healthcare hubs within their
communities, Neighbourly's pharmacies strive to provide
accessible healthcare with a personal touch. Since 2015,
Neighbourly has expanded its diversified national
footprint to include 275 locations, reinforcing the
Company's reputation as the industry's acquirer of choice.
The securities described herein have not been, and they will
not be, registered under U.S. Securities Act of 1933, as amended,
and such securities may not be offered or sold in the United States, absent registration or an
applicable exemption from registration. This news release does not
constitute an offer to sell or the solicitation of an offer to buy
the securities described herein. The offering or sale of the
subscription receipts and the underlying Common Shares shall not be
made in any jurisdiction in which such offer, solicitation or sale
would be unlawful.
Caution Regarding Forward-Looking
Statements
This news 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 regarding our financial
position, business strategy, growth strategies, financial results,
taxes, dividend policy, plans and objectives. In some cases,
forward-looking information can be identified by the use of
forward-looking terminology such as "expects", "estimates",
"outlook", "forecasts", "projection", "prospects", "intends",
"anticipates", "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "would", "might", "will", "will be taken", "occur" or "be
achieved". In addition, any statements that refer to expectations,
intentions, projections or other characterizations of future events
or circumstances contain forward-looking information. Statements
containing forward-looking information are not historical facts but
instead represent management's expectations, estimates and
projections regarding future events or circumstances.
Forward-looking information in this news release includes the
listing of the Common Shares underlying the subscription receipts
on the TSX.
Forward-looking information is necessarily based on a number of
opinions, estimates and assumptions that the Company considered
appropriate and reasonable as of the date 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 in respect of our ability to
build our market share; our ability to retain key personnel; our
ability to maintain and expand geographic scope; 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 timeframe anticipated; the
realization of the anticipated benefits, economies of scale,
operating efficiencies, costs savings and synergies of the
Acquisition in the timeframe anticipated, including impacts on
growth and accretion in various financial metrics; and the absence
of significant undisclosed costs or liabilities associated with the
Acquisition, are material factors made 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
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 risks and uncertainties related to the Acquisition,
including risks related to increased indebtedness after completion
of the Acquisition; the failure to realize the anticipated
benefits, economies of scale, operating efficiencies, costs savings
and synergies of the Acquisition in the timeframe anticipated, or
at all; risks associated with the integration of the Neighbourly
and Rubicon businesses; the materiality of post-closing adjustments
under the purchase agreement for the Acquisition; risks related to
the dependence of the Company on key employees and the loss of
certain key Rubicon personnel; significant undisclosed costs or
liabilities associated 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
stand-alone financial information may not be representative of
future performance; uncertainty as to expected financial condition
and economic performance following the completion of the
Acquisition; and heightened exposure to regulatory environment in
the Canadian Prairies following the Acquisition; as well as other
factors discussed or referred to in the Company's 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 Annual
Information Form of the Company for the financial year ended
March 26, 2022, both of which are
available on SEDAR at www.sedar.com under the Company's profile. 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, you should not place undue reliance on forward-looking
information, which speaks only as of the date made. The
forward-looking information contained in this news release
represents the Company's expectations as of the date of this news
release (or as the date they are otherwise stated to be made) and
are subject to change after such 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. All of the forward-looking information
contained in this news release is expressly qualified by the
foregoing cautionary statements.
SOURCE Neighbourly Pharmacy Inc.