Completes Bought Deal Offering of Subordinate Voting Shares Not for distribution to U.S. news wire services or dissemination in the United States
TORONTO, Oct. 26, 2021 (GLOBE NEWSWIRE) -- Andlauer Healthcare Group Inc. (TSX: AND) (“AHG” or the “Company”) today announced that it and Andlauer Management Group Inc. (the “Selling Shareholder”) have successfully completed the previously announced bought deal offering of 3,500,000 subordinate voting shares at a price of C$48.20 per subordinate voting share for aggregate gross proceeds of C$168,700,000 (the “Offering”). The Offering was comprised of 2,000,000 subordinate voting shares issued from treasury (the “Treasury Shares”) and offered by AHG for gross proceeds of C$96,400,000 and 1,500,000 subordinate voting shares offered by the Selling Shareholder, for gross proceeds of C$72,300,000.
The underwriting syndicate was led by CIBC Capital Markets and RBC Capital Markets (collectively, the "Joint Bookrunners"), and included Scotia Capital Inc., TD Securities Inc., Stifel Nicolaus Canada Inc. and National Bank Financial Inc. (together with the Joint Bookrunners, the “Underwriters”).
The Underwriters were granted an over-allotment option, exercisable for a period of 30 days from the date of the closing of the Offering, to purchase up to an additional 15% of the aggregate subordinate voting shares to be sold pursuant to the Offering. The over-allotment option is comprised of 525,000 subordinate voting shares from the Selling Shareholder and does not include any subordinate voting shares from treasury.
The Company intends to use the net proceeds of the sale of subordinate voting shares by it under the Offering to pay a portion of the cash purchase price payable in connection with its previously disclosed acquisitions of 100% of the issued and outstanding shares of T.F. Boyle Transportation, Inc. and the remaining 51% of the issued and outstanding shares of Skelton USA Inc. (collectively, the “Acquisitions”). AHG did not receive any of the proceeds of the sale of subordinate voting shares by the Selling Shareholder.
Prior to the closing of the Offering, the Selling Shareholder held all 25,100,000 multiple voting shares and 10,200 subordinate voting shares of the Company, representing approximately 65.3% of the issued and outstanding shares and 88.2% of the voting power attached to all outstanding shares. Following the closing of the Offering (assuming no exercise of the over-allotment option and prior to giving effect to the Acquisitions), the Selling Shareholder holds all 23,600,000 multiple voting shares and 10,200 subordinate voting shares of the Company, representing approximately 58.3% of the issued and outstanding shares and 84.8% of the voting power attached to all outstanding shares.
The subordinate voting shares were offered in Canada by way of a short-form prospectus and the Treasury Shares were also offered in the United States by way of private placement to Qualified Institutional Buyers pursuant to the exemption from registration provided by Rule 144A under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and corresponding exemptions from registration under state securities laws.
No securities regulatory authority has either approved or disapproved the contents of this press release. The subordinate voting shares have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws. Accordingly, the subordinate voting shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the subordinate voting shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
https://www.globenewswire.com/news-release/2021/10/26/2320819/0/en/Andlauer-Healthcare-Group-Completes-Bought-Deal-Offering-of-Subordinate-Voting-Shares.html