UPS Healthcare entered into a definitive agreement to acquire Andlauer Healthcare Group Inc. (TSX:AND) from Andlauer Management Group Inc. and others for CAD 2.2 billion on April 23, 2025. Under the terms of the agreement, AHG shareholders will receive CAD 55.00 per share in cash, representing a total purchase price of approximately CAD 2.2 billion ($1.6 billion). This transaction will extend the global portfolio of end-to-end cold chain capabilities available to UPS Healthcare customers, who increasingly seek temperature-controlled and precision logistics solutions. AHG to become part of the UPS Healthcare global network. Following the completion of the Transaction, it is expected that the Subordinate Voting Shares will be delisted from the TSX and that AHG will cease to be a reporting issuer in all applicable Canadian jurisdictions. The Arrangement Agreement includes customary terms and conditions, including a non-solicitation covenant on the part of AHG, which is subject to "fiduciary out" provisions that would enable AHG to enter into a definitive agreement with respect to an unsolicited proposal that constitutes a superior proposal (as defined in the Arrangement Agreement) in certain circumstances, subject to UPS having a right to match any superior proposal. A termination fee of CAD 66 million would be payable by AHG to UPS in certain circumstances, including if AHG terminates the Arrangement Agreement pursuant to the "fiduciary out" provisions. A reverse termination fee of CAD 110 million is payable by UPS to AHG if the Transaction is not completed in certain circumstances, including where certain of the required regulatory approvals are not received.

Closing of the transaction is targeted for the second half of 2025, subject to at least two-thirds (66%) of the votes cast by holders of the AHG?s approval, customary regulatory reviews and approvals, and other customary closing conditions, as well as is to be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario). The transaction is not subject to any financing condition. Michael Andlauer and Andlauer Management Group Inc., the Company's largest Shareholder, and each of the Company's other directors and officers have entered into voting and support agreements pursuant to which they have agreed, subject to the terms thereof, to support and vote all of their Shares in favour of the Transaction. Consequently, holders of approximately 2.6% of the Subordinate Voting Shares and holders of 100% of the Multiple Voting Shares, representing approximately 82.4% of the total voting power attached to all of the Shares, have agreed to vote their Shares in favour of the Transaction. All voting and support agreements terminate automatically upon termination of the Arrangement Agreement. The Board of Directors of AHG, after receiving a unanimous recommendation from a special committee of independent directors, unanimously determined that the transaction is fair and reasonable to AHG's shareholders and in the best interests of AHG. Subject to financial results, capital requirements, available cash flow, corporate law requirements and any other factors that the Board may consider relevant, it is the Company's intention to continue to declare a CAD 0.12 quarterly dividend on an ongoing basis until the closing of the Transaction. Following the completion of transaction, Michael Andlauer will lead UPS Canada Healthcare and AHG to expand the businesses? specialized capabilities and meet the needs of healthcare customers. As of June 24, 2025, 99.99% of shareholders of AHG voted in favour of the transaction. On June 26, 2025 Ontario Superior Court of Justice (Commercial List) has issued a final order approving transaction. As of October 28, 2025, the transaction is expected to close in November.

Goodmans LLP is acting as legal counsel to Andlauer Healthcare Group. Dean Kraus, John R. Laffin, Kathleen Chevalier, Michael Kilby, Stephanie Weschler, Justin Parappally, Jordan Fremont, Jeilah Chan, John R Laffin, John Ciardullo, Kathleen Chevalier, Stephanie Weschler, Patrick Welsh and Jean Guillaume Shooner of Stikeman Elliott LLP and Rahul Patel and John Hyman of King & Spalding LLP are acting as legal advisors to UPS. CIBC Capital Markets is acting as financial advisor to Andlauer Healthcare Group, its Board and the Special Committee. CIBC Capital Markets provides fairness opinion to the Special Committee of Andlauer Healthcare Group. BofA Securities is acting as UPS's financial advisor in connection with the Transaction.

UPS Healthcare completed the acquisition of Andlauer Healthcare Group Inc. (TSX:AND) from Andlauer Management Group Inc. and others on November 1, 2025.