PCP GP, L.P. entered into a letter of intent to acquire remaining 49.66% stake in Neighbourly Pharmacy Inc. (TSX:NBLY) for CAD 480 million on October 2, 2023. As reported, Persistence Capital Partners will pay CAD 20.50 in cash for each share of Neighbourly Pharmacy. PCP GP, L.P. entered into revised letter of intent to acquire remaining 49.66% stake in Neighbourly Pharmacy Inc. for approximately CAD 420 million on December 18, 2023. As per the revised letter of intent, PCP GP will acquire remaining shares in Neighbourly Pharmacy Inc. for CAD 18.50 per Common Share in cash plus one contingent value right ("CVR") per common share, which will entitle the holder thereof to an additional cash payment of CAD 0.61 per CVR if the Company's Pro-Forma Adjusted EBITDA for the 2026 fiscal year is at or above CAD 128.0 million. PCP GP, L.P. entered into a definitive arrangement agreement to acquire remaining 49.66% stake in Neighbourly Pharmacy Inc. on January 15, 2024. The PCP GP secured fully committed debt and equity financing. Devon Park Advisors provided capital raising services to PCP. PCP currently beneficially owns or has control or direction over, directly or indirectly, 22.4 million common shares. In the event of termination of agreement, Neighbourly Pharmacy will be required to pay to PCP, an expense fee of CAD 4 million and PCP will be required to pay Neighbourly Pharmacy the expense fee of CAD 5 million. Following completion of the Arrangement, the Common Shares will be delisted from the Toronto Stock Exchange. Brookfield Special Investments to provide flexible and strategic capital to Neighbourly and PCP.

The transaction is subject to a definitive agreement, regulatory, court and/or stock exchange approvals, receiving an updated Fairness Opinion from TD and approval from shareholders of Neighbourly Pharmacy, the Competition Act approval shall have been obtained, dissent rights have not been exercised with respect to more than 5% of the issued and outstanding shares. The transaction has been unanimously approved by the Neighbourly Pharmacy board of directors. Neighbourly Pharmacy Board unanimously recommends that the shareholders vote for the merger. As of December 18, 2023, the transaction committee of the board of directors of the Neighbourly, formed to evaluate the Original Proposal (the "Transaction Committee") will now consider the revised proposal, with the assistance of its financial and legal advisors, and conduct all aspects of the Neighbourly's response to the revised proposal. The special meeting of shareholders of Neighbourly Pharmacy will be held on March 8, 2024. Neighbourly Pharmacy?s special meeting of its shareholders approved the transaction on March 8, 2024. Neighbourly anticipates returning to the Ontario Superior Court of Justice (Commercial List) on March 13, 2024 to seek a final order of the Court approving the arrangement. The transaction is expected to close in the last calendar quarter of 2023 or early in the first calendar quarter of 2024. As of February 12, 2024, it is currently anticipated that the arrangement will be completed on or about March 15, 2024. As of March 13, 2024, the Ontario Superior Court of Justice approved the transaction. The parties anticipate completing the arrangement on March 20, 2024, subject to the satisfaction of customary closing conditions.

TD Securities acted as financial advisor and provided fairness opinion to Neighbourly Pharmacy. Scotiabank and RBC Capital Markets acted as financial advisors to PCP. Stikeman Elliott LLP acted as legal advisor to PCP on the transaction. McCarthy Tétrault LLP acted as independent legal advisor to the Transaction Committee. Computershare Investor Services Inc. acted as the transfer agent to Neighbourly Pharmacy. Goodmans LLP acted as legal advisor to Brookfield Special Investments.

PCP GP, L.P. completed the acquisition of remaining 49.66% stake in Neighbourly Pharmacy Inc. (TSX:NBLY) on March 20, 2024.