Neighbourly Completes Acquisition of Rubicon Pharmacies
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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.
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.
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.
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.
Please contact Marina Davies, VP Investor Relations at [email protected] or visit www.neighbourlypharmacy.ca.
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