Andlauer Healthcare Group Inc. (TSX: AND) (“AHG” or the “Company”) announced today that its Board of Directors has approved a substantial issuer bid (the “Offer”). Under this Offer, AHG will purchase for cancellation up to 2,000,000 subordinate voting shares (the “Shares”) at $45.00 per Share, totaling up to $90,000,000.
The Offer is exclusively for Shares, which will be purchased for cancellation. Holders of multiple voting shares (the “Multiple Voting Shares”) can participate by converting their shares to subordinate voting shares before being taken up by the Company.
The Offer is not contingent on a minimum number of Shares being tendered, but it is subject to other conditions. AHG reserves the right to withdraw, extend, or modify the Offer as allowed by law, should certain events occur before the payment for deposited Shares. If more than 2,000,000 Shares (including those underlying Multiple Voting Shares) are properly deposited and not withdrawn, they will be purchased on a pro rata basis.
AHG believes buying back Shares is in the best interest of the Company and a good use of its excess cash.
Participation by AMG, Directors, and Officers
Andlauer Management Group Inc. (“AMG”), which beneficially owns approximately 52.8% of AHG’s total Shares and Multiple Voting Shares, intends to participate in the Offer. AMG is wholly owned by Michael Andlauer, the Company’s CEO.
Other directors and officers (excluding Michael Andlauer) plan to deposit up to 663,900 Shares under the Offer. Their participation may vary based on circumstances. Additionally, AMG, directors, and officers might sell their Shares on the TSX or otherwise during the Offer period, subject to legal compliance.
Additional Information
TSX Trust Company has been retained to act as the depositary for the Offer.
The Offer will cover up to about 4.8% of the total issued and outstanding Shares and Multiple Voting Shares on a non-diluted basis. The Purchase Price will be in Canadian dollars, but Shareholders can opt to receive it in US dollars, bearing the exchange rate risk.
The Board of Directors has approved the Offer, but neither the Company, its Board, nor the Depositary recommends whether Shareholders should participate. Shareholders are encouraged to consult their financial, legal, investment, and tax advisors and make their own decisions.
The Offer documents, including the terms and conditions, instructions, and factors considered by the Board, will be filed with securities regulators and mailed to shareholders around May 15, 2024. These documents will be available for free on the Company’s SEDAR+ profile at www.sedarplus.ca. Shareholders should review these documents carefully, as they describe the potential tax consequences of selling Shares under the Offer.
The Offer mentioned in this release has not yet commenced. This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation to sell Shares. The actual Offer will be made solely through the official Offer Documents.
