Neighbourly Announces Successful Closing of Take-Private Transaction with Persistence Capital Partners
TORONTO, March 20, 2024 /CNW/ - Neighbourly Pharmacy Inc. ("Neighbourly" or the "Company") (TSX: NBLY), Canada's largest and fastest growing network of independent pharmacies, is pleased to announce the closing of the previously announced plan of arrangement (the "Transaction") to be taken private by Persistence Capital Partners ("PCP").
"Today's announcement marks an important milestone for Neighbourly. We are excited for a bright future as a private company," said Skip Bourdo, Chief Executive Officer of Neighbourly. "This going-private transaction provides us with increased flexibility to pursue our growth initiatives, invest in innovation, and drive operational excellence. We are focused on continuing to grow our network of pharmacies and serve more communities across Canada."
"I would like to express my gratitude to our shareholders for their overwhelming support throughout this journey. We are excited about continuing to work closely with Neighbourly to accelerate its growth and achieve its strategic vision - to advance the role that independent pharmacies can play across Canada, creating value for customers, patients, employees, and partners," said Stuart M. Elman, Managing Partner of PCP.
"Brookfield is pleased to provide flexible and strategic capital to Neighbourly and PCP. We look forward to partnering with the Company as it continues to grow and deliver high quality healthcare services to Canadian communities," commented Michael Horowitz, Managing Director, Brookfield and Brookfield Special Investments ("BSI").
The Transaction received overwhelming support from the Company's shareholders at a special meeting held on March 8, 2024, and the Transaction received final court approval on March 13, 2024.
As a result of the Transaction, the Common Shares are expected to be delisted from the Toronto Stock Exchange ("TSX") at the close of trading on or about March 21, 2024. The Company has submitted an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements.
Advisors
Scotiabank and RBC Capital Markets acted as financial advisors to PCP, and Stikeman Elliott LLP acted as legal advisor to PCP. Devon Park Advisors1 provided strategic advisory and capital raising services to PCP.
TD Securities acted as financial advisor and independent valuator to the transaction committee of the Company, and McCarthy Tétrault LLP acted as independent legal advisor to the transaction committee of the Company.
Goodmans LLP acted as legal advisor to BSI.
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1 INTE Securities LLC dba Devon Park Advisors is a member of FINRA (www.finra.org) / SIPC (www.sipc.org). To view INTE Securities LLC, please go to www.finra.org/brokercheck. |
About Neighbourly Pharmacy Inc.
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 294 locations, reinforcing the Company's reputation as the industry's acquirer of choice.
About Persistence Capital Partners
Persistence Capital Partners is Canada's leading private equity fund exclusively focused on high-growth opportunities in the healthcare field. With deep healthcare industry expertise, PCP aims to create significant long-term capital appreciation for its investors by identifying and developing attractive investment opportunities in the healthcare market.
About Brookfield
Brookfield Asset Management (NYSE: BAM, TSX: BAM) is a leading global alternative asset manager with over $900 billion of assets under management across renewable power and transition, infrastructure, private equity, real estate, and credit. We invest client capital for the long-term with a focus on real assets and essential service businesses that form the backbone of the global economy. We offer a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. We draw on Brookfield's heritage as an owner and operator to invest for value and generate strong returns for our clients, across economic cycles. For more information, please visit our website at www.bam.brookfield.com.
Forward Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. This information includes, but is not limited to, statements concerning the timing of the delisting of the Common Shares on the TSX, the cessation of the Company's reporting issuer status, and other statements that are not material facts. 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 include, among other things, statements relating to Neighbourly's business in general, the achievement of the CVR EBITDA Target and the payout of additional amounts to holders of CVRs under the Transaction, the delisting of the Common Shares on the TSX and the application to cease to be a reporting issuer.
Risks and uncertainties related to the Transaction include, but are not limited to: the possibility that the Common Shares will not be delisted from the TSX in accordance with the timing currently contemplated, and that the Common Shares may not be delisted at all, due to a failure to satisfy, in a timely manner or otherwise, conditions necessary to delist the Common Shares from the TSX or for other reasons.
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.
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell, or an offer to sell or a solicitation of an offer to buy, Neighbourly Common Shares.
SOURCE Neighbourly Pharmacy Inc.
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