Neighborly Completes Acquisition of Rubicon Pharmacies

/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR BROADCASTING IN UNITED STATES/

Acquisition of 100 Locations Consolidates Neighborly’s position as from Canada The largest and fastest network of community pharmacies

Neighborly’s national pharmacy network now spans 275 locations coast to coast

TORONTO, June 27, 2022 /CNW/ – Neighborhood Pharmacy Inc. (TSX: NBLY) (“Good neighborhood“or the”Company“), from Canada largest and fastest growing independent pharmacy network, 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 millionsubject to customary post-closing adjustments.

Neighborhood pharmacy logo inc. (CNW Group/Neighborhood Pharmacy Inc.)

“This acquisition represents a combination of from Canada community pharmacy leaders,” said Chris Garner, the general manager of the company. “The Rubicon locations are ideally positioned to expand Neighborly’s presence from Manitoba at British Columbia, giving us a significant and complementary footprint. Pharmacies in this primarily rural portfolio are similar to ours, acting as the hub of health care delivery for small, underserved communities. However, our greatest similarity lies in our shared values: both companies place an unparalleled priority on patient-centered care. We are thrilled to bring 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 Rubicon acquisition,” said Chris Garner, the general manager of the company. “The strength and essential nature of our business, our financial flexibility and strong EBITDA growth position us well to continue our strong pipeline of acquisitions to continue to drive future growth.”

As announced on June 7, 2022as part of an agreement with the Competition Bureau, Neighborly agreed to sell two pharmacies to Saskatchewan. Net of the sale of these two locations, the acquisition of Rubicon expands Neighborly’s network by 100 locations.

Subscription Receipt Conversion Mechanisms

With the closing of the acquisition now effective, each subscription receipt will be exchanged for one common share (each, a “Ordinary share“), for no additional consideration and no further action by holders of subscription receipts. Therefore, as of the close of business today, Neighborly will have 44,281,724 common shares outstanding.

Trading in the Subscription Receipts will be halted on 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 de-listed by the TSX after the close of business today. Trading on the TSX of the Common Shares under securities should begin at the opening of the market on June 28, 2022.

As no record date has occurred for the payment of dividends since the issuance of the Subscription Receipts until the closing of the Acquisition, holders of Subscription Receipts will not receive any payment equivalent to a dividend upon conversion of subscription receipts.

About Neighborhood pharmacy inc.

Neighbor is from Canada 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, Neighborly Pharmacies strive to provide accessible healthcare with a personal touch. Since 2015, Neighborly has expanded its diverse national footprint to include 275 locations, solidifying the company’s reputation as the industry’s premier acquirer.

The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and such securities may not be offered or sold in United States, lack of registration or applicable exemption from registration. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein. The offer or sale of the Subscription Receipts and the underlying Common Shares must not be made in any jurisdiction where such offer, solicitation or sale would be unlawful.

Caution Regarding Forward-Looking Statements

This press 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 condition, business strategy, growth strategies, financial results, taxes, dividends, our plans and our goals.In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “estimates”, “outlook”, “forecast”, “projection”. “, “outlooks”, “intends”, “anticipates”, “believes”, or variations of these words and expressions or statements that certain actions, events or results “could”, “could”, “would” , “could”, “will”, “will”, “will occur”, or “be achieved”. future events or circumstances contains forward-looking information. Statements containing forward-looking information are not historical facts, but rather represent management’s expectations and estimates. statements and projections regarding future events or circumstances. The forward-looking information contained in this press 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 which the Company deemed appropriate and reasonable on the date such statements are made in light of its experience and its perception of trends. historical, current conditions and expected future developments. These estimates and assumptions include assumptions about our ability to grow our market share; our ability to retain key personnel; our ability to maintain and expand our geographic reach; our ability to execute our expansion plans; our ability to continue to invest in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; exchange rate and interest rate; the impact of competition; changes and trends in our industry or the global economy; changes in laws, rules, regulations and global standards; the successful and timely integration of Rubicon on schedule; the realization of the anticipated benefits, economies of scale, operational efficiencies, cost savings and synergies of the Acquisition within the expected timeframe, including the growth and accretion impacts of various financial measures; and the absence of material undisclosed costs or liabilities associated with the acquisition, are important factors considered in preparing forward-looking information and management’s expectations.

In addition, forward-looking information is subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by such forward-looking information, including, but not limited to, the risks and uncertainties relating to the acquisition, including the risks relating to the increase in indebtedness following the completion of the acquisition ; failure to realize the anticipated benefits, economies of scale, operational efficiencies, cost savings and synergies of the Acquisition within the anticipated timeframes, or at all; risks associated with the integration of the Neighborly and Rubicon businesses; the significance of post-closing adjustments under the purchase agreement for the acquisition; risks relating to the Company’s dependence on key employees and the loss of certain key Rubicon employees; material 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 indicative of future performance; uncertainty as to the expected financial condition and economic performance following completion of the acquisition; and increased exposure to the regulatory environment in the Canadian Prairies following the acquisition; as well as other factors discussed or referred to in the Company’s MD&A for the 52-week periods ended March 26, 2022 and March 27, 2021 and under the heading “Risk Factors” in the Company’s Annual Information Form for the year ended March 26, 2022, both available on SEDAR at www.sedar.com under the Company’s profile. Should any of these risks or uncertainties materialize, or should opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events could differ 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 the forward-looking information, there may be other risk factors not currently known to us or that we currently believe material and which could also cause future results or 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 of publication. The forward-looking information contained in this press release represents the Company’s expectations as of the date of this press release (or as otherwise stated) and is 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 securities laws. applicable in Canada. All forward-looking information contained in this press release is expressly qualified by the foregoing caveats.

SOURCE Neighborhood Pharmacy Inc.

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