-- Andlauer Management Group Inc. Announces
Private Sales of Subordinate Voting Shares --
TORONTO, Dec. 7, 2022
/CNW/ - Michael Andlauer, Chief
Executive Officer of Andlauer Healthcare Group Inc. (TSX: AND) (the
"Company"), announced today that Andlauer Management Group Inc.
("AMG"), a private corporation owned and controlled by Michael Andlauer, has entered into agreements to
sell an aggregate of up to 1,760,000 subordinate voting shares in
the capital of the Company ("Subordinate Voting Shares"),
representing approximately 9.64% of the issued and outstanding
Subordinate Voting Shares, for investment purposes. The sales are
expected to be completed on or about December 8, 2022 pursuant to a number of private
agreements at a price of $49.25 per
Subordinate Voting Share for an aggregate purchase price of up to
$86,680,000.00 (collectively, the
"AMG Disposition").
Prior to the AMG Disposition, AMG owned all of the 23,600,000
issued and outstanding multiple voting shares in the capital of AHG
(the "Multiple Voting Shares", and together with the Subordinate
Voting Shares, the "Shares") and 10,200 Subordinate Voting Shares
(representing approximately 0.06% of the issued and outstanding
Subordinate Voting Shares, 56.41% of all issued and outstanding
Shares and 83.80% of the voting power attached to all of the issued
and outstanding Shares).
Following the AMG Disposition, AMG will own all of the
21,840,000 issued and outstanding Multiple Voting Shares and 10,200
Subordinate Voting Shares (representing approximately 0.05% of the
issued and outstanding Subordinate Voting Shares, 52.20% of all
issued and outstanding Shares and 81.37% of the voting power
attached to all of the issued and outstanding Shares, in each case
assuming there are no changes to the issued and outstanding number
of Shares after the date hereof other than the conversion of
1,760,000 Multiple Voting Shares into an equivalent number of
Subordinate Voting Shares in connection with the AMG
Disposition).
AMG's Shares are being held for investment purposes and AMG's
position may be increased or decreased as considered appropriate in
light of investment criteria, market conditions and other factors
and in accordance with the provisions of applicable securities
legislation. It is expected that from time to time, AMG will
transfer Subordinate Voting Shares to independent owner-operators
engaged by AHG, consistent with the disclosure set out in AHG's
initial public offering prospectus.
This news release is being issued under the early warning
provisions of Canadian securities legislation. A copy of the Early
Warning Report to be filed by Michael
Andlauer in connection with the transactions described above
will be available on the Company's SEDAR profile at
www.sedar.com.
The head office of the Company is located at 100 Vaughan Valley
Blvd., Vaughan, Ontario, Canada
L4H 3C5. Michael Andlauer's address
is c/o Andlauer Management Group Inc., 100 Vaughan Valley Blvd.,
Vaughan, Ontario, Canada L4H
3C5.
SOURCE Andlauer Healthcare Group Inc.