news KELOWNA, BRITISH COLUMBIA--(Marketwire -07/04/12)- Paragon Pharmacies Limited ("Paragon") (PGN.V) wishes to update a number of matters related to the sale of substantially all of its operations to Shoppers Drug Mart Inc. ("Shoppers") (the "Transaction") previously announced in its press release of May 22, 2012.
Shareholder Approval and Meeting Materials
The Transaction will require the approval of Paragon shareholders. An annual general and special shareholders' meeting has been scheduled for Thursday, July 26, 2012 at 4:00 p.m., at the Fairmont Winnipeg, 2 Lombard Place, Winnipeg, Manitoba.
Meeting materials, including the Notice of Meeting, Information Circular and Instrument of Proxy was mailed to shareholders yesterday and filed on SEDAR and is available at www.sedar.com.
Transaction Adjustments
The agreement entered into in connection with the Transaction (the "Agreement") contemplated potential purchase price adjustments arising out of Shoppers confirmatory due diligence, which included a review of Paragon's store operating income. The maximum purchase price reduction under the due diligence adjustment provisions was $7,000,000. After Shoppers' due diligence review and negotiations between the parties, an adjustment of $1,500,000 to the purchase price was agreed upon. The current purchase price under the Agreement is now approximately $73,500,000, subject to certain usual closing adjustments (which may be positive or negative) for a transaction of this nature, including with respect to receivables, prepaid expenses, inventory and accrued liabilities.
Transaction Closing
The Transaction is currently expected to close on August 1, 2012, subject to fulfillment of closing conditions. The Agreement contemplates an outside closing date of September 19, 2012.
Further Information
Further information regarding the Transaction is contained in the information circular that Paragon has prepared, filed and mailed to its shareholders in connection with the annual and special meeting of Paragon shareholders and the asset purchase agreement entered into between Shoppers and Paragon is available on SEDAR at www.sedar.com.
Paragon Pharmacies Limited built a pharmacy with our customers in mind. Headquartered in Kelowna, BC and employing over 400 staff, Paragon currently owns and operates 19 retail pharmacies and three central fill pharmacies throughout British Columbia, Alberta and Manitoba. Paragon is a leading mid-market pharmacy, providing premier pharmacy services in a friendly, community-focused environment.
For more information, visit www.helloparagon.com.