Medical Facilities Corporation Announces Results of Substantial Issuer Bid

TORONTO, March 12, 2025 /CNW/ - Medical Facilities Corporation ("Medical Facilities" or the "Corporation") (TSX: DR), announced today that it will take up and repurchase for cancellation 3,374,313 of its outstanding common shares (the "Common Shares") at a price of $18.00 per Common Share (the "Purchase Price") under the Corporation's substantial issuer bid (the "Offer"), for aggregate consideration of approximately $60,737,634. The Offer expired at 11:59 p.m. (Toronto Time) on March 11, 2025. All amounts in this press release are in Canadian dollars.

Payment for the purchased Common Shares will be effected by Computershare Investor Services Inc., acting as depositary for the Offer (the "Depositary"), in accordance with the Offer and applicable law. Any Common Shares not taken up by the Corporation will be returned to shareholders promptly by the Depositary.

The Common Shares to be purchased under the Offer represent approximately 14.7% of the issued and outstanding Common Shares on a non-diluted basis as of the close of business on February 23, 2025, the last full trading day prior to the date the amended terms of the Offer were publicly announced. After giving effect to the Offer, approximately 19,549,849 Common Shares are expected to be issued and outstanding.

The full details of the Offer are described in 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 amended letter of transmittal and the amended notice of guaranteed delivery (collectively, the "Offer Documents"). The Offer Documents were mailed to shareholders, filed with applicable Canadian securities regulatory authorities and made available on SEDAR+ at www.sedarplus.ca, and posted on the Corporation's website at www.medicalfacilitiescorp.ca.

The Corporation's normal course issuer bid (the "NCIB") to purchase up to a maximum of 2,339,066 Common Shares through the facilities of the TSX or alternative Canadian trading systems was suspended during the period of the Offer. The NCIB will resume on March 17, 2025, and purchases of Common Shares are expected to continue until the expiry of the NCIB on November 30, 2025.

To assist shareholders in determining the tax consequences of the Offer, the Corporation estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per Common Share is approximately $10.98. Given that the Purchase Price per Common Share exceeds the paid-up capital per Common Share, shareholders who have sold Common Shares to the Corporation under the Offer will be deemed to have received a taxable dividend as a result of such sale for Canadian federal income tax purposes equal to the amount by which the Purchase Price per Common Share exceeds the paid-up capital per Common Share. The dividend deemed to have been paid by Medical Facilities to Canadian resident persons is designated as an "eligible dividend" for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.

The "specified amount" for purposes of subsection 191(4) of the Income Tax Act (Canada) is $17.31 per Common Share, being the closing trading price for the Common Shares on the TSX on March 11, 2025. Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their Common Shares under the Offer.

The Information Agent for the Offer is:

Shorecrest Group Ltd.
Telephone: [phone]
Toll-Free: 1-888-637-5789
E-mail: [email protected]

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.

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

For further information, please contact: David Watson, Chief Financial Officer, Medical Facilities Corporation, 615.721.2290, [email protected]; Trevor Heisler, Vice President, MBC Capital Markets Advisors, 416.848.7380, [email protected]