16:05:20 EDT Sat 18 May 2024
Enter Symbol
or Name
USA
CA



Neighbourly Pharmacy Inc
Symbol NBLY
Shares Issued 44,923,421
Close 2024-03-07 C$ 18.46
Market Cap C$ 829,286,352
Recent Sedar Documents

Neighbourly receives shareholder OK for go-private deal

2024-03-08 16:10 ET - News Release

Mr. Billy Wong reports

NEIGHBOURLY OBTAINS SHAREHOLDER APPROVAL FOR GOING PRIVATE TRANSACTION WITH PERSISTENCE CAPITAL PARTNERS

At the special meeting of shareholders held earlier today, an overwhelming majority of shareholders voted in favour of the special resolution approving the previously announced statutory plan of arrangement involving Neighbourly Pharmacy Inc. and T.I.D. Acquisition Corp., a newly formed entity controlled by Persistence Capital Partners, pursuant to which the purchaser will acquire all of the issued and outstanding common shares in the capital of the company, other than those common shares already owned by PCP or its affiliates, for $18.50 per common share in cash plus one contingent value right per common share, which will entitle the holder thereof to an additional cash payment of 61 cents per CVR if the company's pro forma adjusted earnings before interest, taxes, depreciation and amortization for the 2026 fiscal year are at or above $128.0-million, the whole subject to the terms and conditions of the arrangement agreement dated Jan. 15, 2024, between the company and the purchaser.

Approval of the arrangement resolution required the affirmative vote of at least: (i) two-thirds (66-2/3rds per cent) of the votes cast by shareholders virtually present or represented by proxy at the meeting, voting as a single class (each holder of common shares being entitled to one vote per common share); and (ii) the approval of the majority of the shareholders virtually present or represented by proxy at the meeting, excluding the votes of PCP and its affiliates, and any other shareholders whose votes were required to be excluded for the purposes of minority approval under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) in the context of a business combination.

Details on the voting results at the meeting are set out herein.

A report on voting results for the meeting will be filed under the company's profile on SEDAR+.

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. Completion of the arrangement remains subject to closing conditions as set forth in the arrangement agreement, including approval of the court. Assuming that the conditions to closing are satisfied or waived (if permitted), it is expected that the arrangement will be completed on or about March 15, 2024. Following completion of the arrangement, the common shares will be delisted from the Toronto Stock Exchange, and applications will be made for Neighbourly to cease to be a reporting issuer under applicable securities laws.

About Neighbourly Pharmacy Inc.

Neighbourly is Canada's largest and fastest-growing network of community pharmacies. United by its patient-first focus and their role as essential and trusted health care hubs within their communities, Neighbourly's pharmacies strive to provide accessible health care with a personal touch. Since 2015, Neighbourly has expanded its diversified national footprint to include 293 locations, reinforcing the company's reputation as the industry's acquirer of choice.

We seek Safe Harbor.

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