NBLY Neighbourly Pharmacy Inc

TORONTO, March 13, 2024 /CNW/ - Neighbourly Pharmacy Inc. ("Neighbourly" or the "Company") (TSX: NBLY), Canada's largest and fastest growing network of independent pharmacies, is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has issued a final order approving the previously announced plan of arrangement under the provisions of the Canada Business Corporations Act involving Neighbourly and T.I.D. Acquisition Corp. (the "Purchaser"), a newly-formed entity controlled by Persistence Capital Partners ("PCP").

The parties anticipate completing the arrangement on March 20, 2024, subject to the satisfaction of customary closing conditions.

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 include statements relating to the closing of the Arrangement and the satisfaction of customary closing conditions.

Risks and uncertainties related to the transaction include but are not limited to: the possibility that the transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to satisfy, in a timely manner or otherwise, conditions to the closing of the transaction or for other reasons; the negative impact that the failure to complete the transaction for any reason could have on the price of the common shares of the Company or on the business of the Company; the failure of PCP to enter into definitive agreements with respect to the debt commitment or the equity commitment, or PCP's failure to satisfy the closing conditions thereunder in a timely manner or at all; the Purchaser's failure to pay the cash consideration at closing of the transaction; the ability of the Purchaser to pay any expense fee under the Arrangement Agreement, should such fee become payable, as its obligations are not guaranteed; the absence of a reverse break fee in favour of the Company; 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 while the transaction is pending; and other risks and uncertainties affecting Neighbourly, including those described in in the Company's annual information form for the 52-week period ended March 25, 2023, as well as other filings and reports Neighbourly may make from time to time with the Canadian securities authorities.

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.

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell, or an offer to sell or a solicitation of an offer to buy, Neighbourly Common Shares.

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 293 locations, reinforcing the Company's reputation as the industry's acquirer of choice.

SOURCE Neighbourly Pharmacy Inc.