NOT FOR DISTRIBUTION TO
Under the agreement, 977,000 Common Shares will be issued from treasury by Neighbourly for gross proceeds to the Company of approximately
The Selling Shareholders have also granted the Underwriters 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 Common Shares to be sold pursuant to the Offering at the offering price to cover over-allotments, if any, and for market stabilization purposes.
The net proceeds of the Treasury Offering will be used to strengthen Neighbourly’s financial position and allow the Company to continue to make accretive acquisitions at a similar pace to historical levels. Net proceeds from the Secondary Offering will be paid directly to the Selling Shareholders. Neighbourly will not receive any of the proceeds of the sale of Common Shares by the Selling Shareholders.
The Common Shares distributed pursuant to the Offering and, if applicable, the over-allotment option, will be offered in all provinces and territories of
Neighbourly will file a preliminary short form base shelf prospectus (the “Preliminary Base Shelf Prospectus”) no later than
Prospective investors should read the Preliminary and Final Base Shelf Prospectus, Prospectus Supplement and the documents incorporated by reference therein before investing in the Common Shares. When available, these documents may be accessed for free on SEDAR at www.sedar.com.
As the Canadian pharmacy industry begins to recover from the impact of the pandemic, Neighbourly has continued to execute upon its strategy of growth by acquisition, and its acquisition pipeline remains robust. This strategy drove the Company's financial results for the second quarter of fiscal 2022, which will be reported in detail on
No securities regulatory authority has either approved or disapproved the contents of this news release. The securities offered pursuant to the Offering have not been, nor will they be, registered under the 1933 Act and may not be offered, sold or delivered, directly or indirectly, in
About
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 167 locations (on a pro forma basis, after giving effect to recently announced proposed acquisitions), reinforcing the Company’s reputation as the industry’s acquirer of choice.
Forward-Looking Statements
This news 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 position, business strategy, growth strategies, financial results, taxes, dividend policy, plans and objectives. 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 includes, among other things, statements relating to the proposed Offering, the terms of the Offering and use of proceeds from the Treasury Offering, the filing of the Preliminary Base Shelf Prospectus and the Prospectus Supplement qualifying the Common Shares under the Offering, and the closing of the Offering, statements relating to the expected completion of recently announced acquisitions and timing thereof, and statements relating to the pursuit of accretive acquisitions at a similar pace to historical levels and the Company’s anticipation of improving operating leverage as it continues to expand its network.
Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that the Company considered appropriate and reasonable as of the date such statements are made in light of its experience and perception of historical trends, current conditions and expected future developments. Such estimates and assumptions include the satisfaction of all conditions of closing and the successful completion of the Offering and recently announced acquisitions within the anticipated timeframe, including receipt of regulatory approvals (including stock exchange). Further, forward-looking information is subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks and uncertainties related to the Offering and recently announced acquisitions, including the failure to receive or delay in receiving regulatory approvals (including stock exchange) or otherwise satisfy the conditions to the completion of the Offering or such acquisitions, in a timely manner, or at all, which is subject to numerous factors, many of which are beyond the Company’s control, as well as other factors discussed or referred to in the Company’s Management's Discussion and Analysis for the twelve-weeks ended
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
Preliminary Estimated Results (unaudited)
All figures and information indicated herein with respect to the second quarter of the fiscal year ending
Non-IFRS Measures
This news release makes reference to certain non-IFRS measures, such as Adjusted EBITDA. Please refer to the Company’s Management's Discussion and Analysis dated
Reconciliation from IFRS to Non-IFRS Measures
The following table provides a reconciliation of loss to Adjusted EBITDA for the periods indicated:
Second Quarter | |||||
in 000's | 2022 (1) | 2021 | |||
Loss and comprehensive loss for the period | (3,394 | ) | (3,872 | ) | |
Income tax expense (recovery) | 774 | 60 | |||
Finance (income) costs, net | 2,003 | 1,611 | |||
Fair value changes of financial liabilities | - | 3,698 | |||
Depreciation and amortization | 5,414 | 3,795 | |||
Impairment loss | 23 | - | |||
Acquisition, transaction and integration costs | 3,567 | 1,242 | |||
Share-based compensation | 1,585 | 46 | |||
Adjusted EBITDA | 9,972 | 6,580 | |||
(1) Preliminary estimates |
1 Adjusted EBITDA is a non-IFRS financial measure and does not have any standard meaning under IFRS. Refer to "Non-IFRS Measures" of this news release for additional information.
Source:
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