TORONTO, June 2, 2025
/CNW/ - Andlauer Healthcare Group Inc. (TSX: AND)
("AHG" or the "Company") today announced that its
management information circular (the "Information Circular")
in connection with the Company's upcoming special meeting (the
"Meeting") of the holders (the "Shareholders") of the
Company's multiple voting shares and subordinate voting shares
(collectively, the "Shares") is available under AHG's
profile on SEDAR+ (www.sedarplus.ca) as well as on the Company's
website at
https://andlauerhealthcare.com/andlauer-healthcare-shareholder-information/.
The physical delivery to Shareholders of the Information Circular
and related materials for the Meeting (collectively, the
"Meeting Materials") has also commenced.
The Meeting is being held for Shareholders to consider and vote
on a special resolution (the "Arrangement Resolution")
approving a plan of arrangement pursuant to which affiliates of UPS
(NYSE: UPS) will acquire all of the issued and outstanding Shares
for C$55.00 per Share in cash (the
"Arrangement"), as more fully described in the Information
Circular. The Arrangement Resolution requires approval of at least
two-thirds (66 ⅔%) of the votes cast by Shareholders at the
Meeting, voting together as a single class. Michael Andlauer and Andlauer Management Group
Inc., the Company's largest Shareholder, and each of the Company's
other directors and officers have entered into voting and support
agreements pursuant to which they have agreed, subject to the terms
thereof, to support and vote all of their Shares in favour of the
Arrangement. Consequently, holders of approximately 2.6% of AHG's
subordinate voting shares and holders of 100% of its multiple
voting shares, representing approximately 82.4% of the total voting
power attached to all of the Shares, have agreed to vote their
Shares in favour of the Arrangement Resolution.
The Company will hold the Meeting in a virtual-only meeting
format, online at www.virtualshareholdermeeting.com/AND2025SM, on
June 24, 2025 at 11:00 a.m. (Toronto time). Only Shareholders of record at
the close of business on May 13, 2025
(the "Record Date") will be entitled to vote at the
Meeting.
Shareholders are encouraged to read the Information Circular in
its entirety and vote their Shares as soon as possible ahead of the
proxy voting deadline of 11:00 a.m.
(Toronto time) on June 20, 2025 or, if the Meeting is adjourned or
postponed, at least 48 hours (excluding Saturdays, Sundays and
holidays in the Province of Ontario) prior to the commencement of the
reconvened Meeting (the "Proxy Deadline").
The board of directors of the Company, after receiving advice
from its financial and legal advisors, and after receiving a
unanimous recommendation from a special committee of independent
directors, recommends that Shareholders vote FOR the
Arrangement Resolution. Further details and voting instructions can
be found in the Information Circular.
Receipt of Interim Order
The Company is also pleased to announce that the Ontario
Superior Court of Justice (Commercial List) (the "Court")
issued an interim order dated May 20,
2025 in connection with the Arrangement, authorizing the
calling and holding of the Meeting and other matters related to the
conduct of the Meeting.
In addition to obtaining Shareholder approval at the Meeting,
the completion of the Arrangement will be subject to obtaining the
final order of the Court for the Arrangement, obtaining applicable
regulatory approvals or clearances, as well as other customary
closing conditions.
Impact of Potential Canada Post Labour Disruption on the
Delivery of Meeting Materials to Canadian Shareholders
In light of the potential Canada Post labour disruption,
beneficial Shareholders (i.e. Shareholders who hold their Shares
with one or more financial institutions or brokers) in Canada as of the Record Date who have
previously requested that physical copies of the Meeting Materials
be sent to them, may experience delays in receiving physical
copies of the Meeting Materials. The Company does not expect any
impact on the delivery of physical copies of the Meeting Materials
to any registered Shareholders or US or international Shareholders
who have requested such physical copies, or to the Company's
Canadian Shareholders who have elected for materials for
Shareholder meetings to be sent to them by e-mail.
Shareholders are encouraged to access the Information Circular
electronically under the Company's profile on SEDAR+ at
www.sedarplus.ca, or on the Company's website at
https://andlauerhealthcare.com/andlauer-healthcare-shareholder-information/.
Any Shareholder who, as a result of the potential Canada Post
labour disruption, is delayed in receiving their previously
requested physical copy of the Information Circular may request to
receive an electronic copy of the Information Circular by e-mail or
a physical delivery of the Information Circular by UPS at
investor.relations@andlauer.com.
If you are a Canadian beneficial Shareholder, you are encouraged
to contact your brokerage firm, financial institution or other
intermediary and request the control number for each of your
accounts that hold Shares, as delivery of a physical copy of your
voting instruction form may be delayed. Once you have obtained your
control number(s), you can vote the Shares represented by such
control number(s) at www.proxyvote.com.
As a result of the potential Canada Post labour disruption,
proxies and voting instruction forms that Shareholders mail back to
Broadridge Investor Communications Corporation
("Broadridge") in Canada
may not be received by Broadridge prior to the Proxy Deadline.
Accordingly, all Shareholders are strongly encouraged to vote their
Shares online or by telephone as instructed in the Meeting
Materials. It is recommended that any physical forms of proxy or
voting instruction forms be delivered via hand or courier (other
than Canada Post) to ensure that they are received in a timely
manner. Shareholders should contact Broadridge by e-mail at
proxy.request@broadridge.com if they need any assistance in voting
their Shares.
About AHG
AHG is a leading and growing supply chain management company
offering a robust platform of customized third-party logistics
("3PL") and specialized transportation solutions for the
healthcare sector. The Company's 3PL services include customized
logistics, distribution and packaging solutions for healthcare
manufacturers across Canada. AHG's specialized transportation
services in Canada, including air freight forwarding, ground
transportation, dedicated delivery and last mile services, provide
a one-stop shop for clients' healthcare transportation needs.
Through its complementary service offerings, available across a
coast-to-coast distribution network, AHG strives to accommodate the
full range of its clients' specialized supply chain needs on an
integrated and efficient basis. For more information on AHG, please
visit: www.andlauerhealthcare.com
Forward-Looking Information
This press release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
information") within the meaning of applicable securities laws.
In some cases, forward-looking information can be identified by the
use of forward-looking terminology such as "plans", "targets",
"expects", "is expected", "an opportunity exists", "budget",
"scheduled", "estimates", "outlook", "forecasts", "projects",
"projection", "prospects", "strategy", "intends", "anticipates",
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "would",
"might" or, "will", "occur" or "be achieved", and similar words or
the negative of these terms and similar terminology. In addition,
any statements that refer to expectations, intentions, projections
or other characterizations of future events or circumstances
contain forward-looking information.
Specifically, statements regarding the anticipated timing of
the Meeting; the proposed completion of the Arrangement; and other
statements that are not statements of historical facts are all
considered to be forward-looking information.
Statements containing forward-looking information are not
historical facts but instead represent management's expectations,
estimates and projections regarding future events or circumstances.
This forward-looking information is based on our opinions,
estimates and assumptions that, while considered by the Company to
be appropriate and reasonable as of the date of this press release,
are subject to known and unknown risks, uncertainties, and other
factors that may cause the actual results, levels of activity,
performance or achievements to be materially
different from those expressed or implied by such
forward-looking information, including but not limited to: the risk
that the Arrangement will not be completed on the terms and
conditions, or on the timing, currently contemplated; that the
Arrangement may not be completed at all, due to a failure to obtain
or satisfy, in a timely manner or otherwise, required Shareholder,
court and regulatory approvals and other conditions to the closing
of the Arrangement or for other reasons; the risk that competing
offers or acquisition proposals will be made; the possibility of
litigation relating to the Arrangement; credit, market, currency,
operational, liquidity and funding risks generally and relating
specifically to the Arrangement, including changes in economic
conditions, interest rates or tax rates; risks related to delays in
Shareholders receiving the Meeting Materials in light of the
potential Canada Post labour disruption, and those other risks
discussed in greater detail under the "Risk Factors" section of our
Annual Information Form which is available under our profile on
SEDAR+ at www.sedarplus.ca. If any of these risks or uncertainties
materialize, or if the opinions, estimates or assumptions
underlying the forward-looking information prove incorrect, actual
results or future events might vary materially from those
anticipated in the forward-looking information. Although we have
attempted to identify important risk factors that could cause
actual results to differ materially from those contained in
forward-looking information, there may be other risk factors not
presently known to us or that we presently believe are not material
that could also cause actual results or future events to differ
materially from those expressed in such forward-looking
information.
There can be no assurance that forward-looking statements
will prove to be accurate as actual outcomes and results may differ
materially from those expressed in forward-looking statements
included herein. Readers, therefore, should not place undue
reliance on any such forward-looking statements. Further, any
forward-looking statements included herein are made as of the date
of this news release and, except as expressly required by
applicable law, AHG assumes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
All of the forward-looking information contained in this
press release is expressly qualified by the foregoing cautionary
statements.
SOURCE Andlauer Healthcare Group Inc.
