Neighbourly Pharmacy Inc. (TSX:NBLY) entered into a definitive agreement to acquire Rubicon Pharmacies Canada Inc. for approximately CAD 440 million on March 10, 2022. The acquisition is for a Cash purchase price of approximately CAD 440 million. The Acquisition will be partially financed through a CAD 250 million equity issuance of subscription receipts, of which approximately 48% will be purchased on a private placement basis by an affiliate of Persistence Capital Partners, Neighbourly's largest shareholder, and the balance will be distributed by way of public offering. The balance of the purchase price will be financed through draw downs on the Company's Restated Credit Facilities and cash on hand. In connection with the Acquisition, affiliates of Scotiabank and RBC provided a commitment letter providing for commitments to replace or amend and restate the Company's existing credit agreement with the following credit facilities: (a) CAD 200 million revolving credit facility maturing May 25, 2026, (b) an upsized CAD 200 million senior term loan credit facility maturing May 25, 2026, and (c) a new CAD 250 million bridge credit facility. Rubicon generated approximately CAD 303 million of revenue and approximately CAD 39 million of EBITDA during the twelve-month period ended September 30, 2021. The Acquisition has been unanimously approved by the directors of Neighbourly, and remain subject to customary closing conditions, including regulatory approvals. In addition, the conditions to the completion of the Acquisition in the Purchase Agreement include that any ROFR shall have either been extinguished or waived by the applicable ROFR party, or that the transaction pursuant to which the applicable ROFR parties acquired any ROFR Pharmacies shall have been consummated. As of June 7, 2022 Neighbourly Pharmacy Inc. received a "no-action letter" from the Competition Bureau to proceed with its previously announced acquisition of Rubicon Pharmacies. Neighbourly expects the completion of the acquisition to occur on June 27, 2022. The Acquisition is expected to occur during the first quarter of Fiscal 2023 (the second quarter of the calendar year 2022). As of June 23, 2022 the Rubicon Acquisition is expected to close by the end of June 2022. Royal Bank of Canada (TSX:RY) acted as financial advisor to Neighbourly Pharmacy Inc. The Bank of Nova Scotia (TSX:BNS) acted as financial advisor to Neighbourly Pharmacy Inc. Benjamin Bloom, Frank DeLuca, Melodie D. Eng and Marc Senderowitz of Minden Gross LLP acted as legal advisor to Neighbourly Pharmacy Inc. Stikeman Elliott LLP acted as legal advisor to Neighbourly Pharmacy Inc. Guy Berman, Danielle Traub, Justin Crawford, Nick Germanakos, Erica Bird and Jessica Reid (corporate/M&A), Teresa Reguly (food and drug regulatory), Omar Wakil and Ian Li (competition), Tom Stevenson (employment), Andy Gibbons (real estate), Jerald Wortsman and Benjamin Mann (tax) of Torys LLP acted as legal advisors to Rubicon Pharmacies in the transaction. RBC Capital Markets acted as financial advisor to Neighbourly pharmacy.

Neighbourly Pharmacy Inc. (TSX:NBLY) completed the acquisition of Rubicon Pharmacies Canada Inc. on June 27, 2022. As per the transaction, Neighbourly paid CAD 439.89 million in cash and CAD 0.641 million in Accrued liabilities. Furthermore, CAD 10.75 million cash of Rubicon Pharmacies were acquired by the buyer.