NBLY Neighbourly Pharmacy Inc

TORONTO, Dec. 18, 2023 /CNW/ - Neighbourly Pharmacy Inc. ("Neighbourly" or the "Company") (TSX: NBLY), Canada's largest and fastest growing network of independent pharmacies, today announced that it has received from Persistence Capital Partners ("PCP") a revised letter of intent pursuant to which PCP or one of its affiliates would purchase all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company, other than those Common Shares owned by PCP or its affiliates, at a purchase price of $18.50 per Common Share, payable in cash (the "Revised Proposal"). PCP has indicated that the Revised Proposal is the purchase price that its equity financing sources support. The Revised Proposal represents a decrease to the previously proposed (the "Original Proposal") purchase price of $20.50 per Common Share provided for in the letter of intent entered into on October 2, 2023.

The transaction committee of the board of directors of the Company, 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 Company's response to the Revised Proposal. There is no set timetable with respect to the Transaction Committee's review of the Revised Proposal, and the Company does not expect to make further public comments regarding these matters unless and until the Transaction Committee approves a specific action or otherwise concludes its review.

Shareholders of Neighbourly do not need to take any action at this time in respect of the Revised Proposal and should await further information and guidance from the Transaction Committee and the Board.

SHAREHOLDERS OF THE COMPANY ARE CAUTIONED THAT THERE IS NO ASSURANCE THAT A TRANSACTION WITH PCP WILL OCCUR, WHETHER ON THE TERMS OF THE REVISED PROPOSAL, AMENDED TERMS OR AT ALL.

PCP currently beneficially owns or has control or direction over, directly or indirectly, 22,420,922 Common Shares, representing approximately 50.2% of the currently issued and outstanding Common Shares.

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. This information includes, but is not limited to, statements concerning our objectives, our strategies to achieve those objectives, as well as statements made with respect to management's beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "expects", "estimates", "outlook", "forecasts", "projection", "prospects", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain 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. Forward-looking information in this news release, which includes, among other things, statements relating to the Proposed Transaction and timing thereof, is necessarily based on a number of opinions, estimates and assumptions that the Company considered appropriate and reasonable as of the date such statements are made in light of its experience, current conditions and expected future developments.

Risks and uncertainties related to the Revised Proposal include, but are not limited to: the risk that the Revised Proposal will not proceed; the risk that the Transaction Committee and the Board recommend against pursuing the Revised Proposal; PCP's equity or debt financing not being fully committed; the risk that the Revised Proposal be withdrawn or altered; the risk that the Revised Proposal may involve unexpected costs, liabilities or delays; the risk that, prior to or as a result of the completion of the Revised Proposal, the business of Neighbourly may experience significant disruptions, including loss of clients or employees due to transaction related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of Neighbourly; the risk that legal proceedings may be instituted against Neighbourly; and risks related to the diversion of management's attention from Neighbourly's ongoing business operations.

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 such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the Company's expectations as of the date of this news release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.

Neighbourly is Canada's largest and fastest growing network of community pharmacies. United by their patient first focus and their role as essential and trusted healthcare hubs within their communities, Neighbourly's pharmacies strive to provide accessible healthcare with a personal touch. Since 2015, Neighbourly has expanded its diversified national footprint to include 292 locations, reinforcing the Company's reputation as the industry's acquirer of choice.

TD Securities is acting as financial advisor and independent valuator to the Transaction Committee, and McCarthy Tétrault LLP is acting as independent legal advisor to the Transaction Committee.

SOURCE Neighbourly Pharmacy Inc.