Neighbourly Pharmacy Inc T.NBLY

Neighbourly Announces Filing of Special Meeting Materials

[Betteryear2]

TORONTO, Feb. 12, 2024 /CNW/ - Neighbourly Pharmacy Inc. ("Neighbourly" or the "Company") (TSX: NBLY), Canada's largest and fastest growing network of independent pharmacies, announced today that it has filed and is in the process of mailing the management information circular (the "Circular") and related materials in connection with the special meeting (the "Meeting") of its shareholders (the "Shareholders") to be held virtually on March 8, 2024. The Meeting has been called for the Shareholders to consider and, if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving a previously announced statutory plan of arrangement involving the Company and T.I.D. Acquisition Corp. (the "Purchaser"), a newly-formed entity controlled by Persistence Capital Partners ("PCP"), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company, other than those Common Shares already owned by PCP or its affiliates, for $18.50 per Common Share in cash (the "Cash Consideration") plus one contingent value right ("CVR" and collectively with the Cash Consideration, the "Consideration") per Common Share, which will entitle the holder thereof to an additional cash payment of $0.61 per CVR if the Company's Pro-Forma Adjusted EBITDA for the 2026 fiscal year is at or above $128.0 million (the "CVR EBITDA Target"), the whole subject to the terms and conditions of the arrangement agreement dated January 15, 2024 (the "Arrangement Agreement") between the Company and the Purchaser (the "Arrangement").

Neighbourly Announces Filing of Special Meeting Materials and Receipt of Interim Order in Respect of Go-Private Arrangement with Persistence Capital Partners (newswire.ca)