CPE News (5/18/2021) – Neighbourly Pharmacy Inc., a company controlled by Persistence Capital Partners (PCP), has filed the final prospectus in respect of its initial public offering.
Neighbourly Pharmacy will issue 10,295,000 common shares from treasury at a price of $17.00 per common share for gross proceeds of $175,015,000. The offering size was increased from approximately $150 million to $175 million.
An over-allotment option has been granted and, if exercised, will result in a secondary offering by three PCP entities, Persistence Capital Partners II, L.P., Persistence Capital Partners II (International), L.P. and Rx Sidecar, L.P.
The offering is expected to close May 25, 2021. The Toronto Stock Exchange (TSX) has conditionally approved the listing of the Neighbourly Pharmacy’s common shares under the symbol “NBLY.”
Rx Sidecar II, L.P., an entity affiliated with PCP, has agreed to purchase, by way of private placement, 1,058,823 common shares at the offering price for additional aggregate gross proceeds to Neighbourly Pharmacy of $18 million. The private placement is scheduled to occur con-currently with the closing of the offering and is conditional upon closing of the offering.
Upon completion of the IPO, the con-current private placement, whether or not the over-allotment option is exercised, Neighbourly Pharmacy will have 33,443,005 common shares issued and outstanding on a non-diluted basis (35,096,923 on a fully-diluted basis).
Following the closing Date, PCP, will, directly or indirectly, own or control an aggregate of 22,645,172 common shares, representing approximately 67.7% of the issued and outstanding common shares (21,100,922 common shares, representing approximately 63.1% of the issued and outstanding common shares if the over-allotment is exercised in full).
Neighbourly Pharmacy, formerly Rx Drug Mart Inc., is Canada’s third largest national pharmacy chain operator, and the country’s largest and fastest growing network of community pharmacies. The company owns and operates 145 locations across seven provinces and one territory.
As of April 30, 2021, Neighbourly Pharmacy had approximately 1,647 employees of which approximately 1,583 were employed in the stores and 64 were employed at the head office.
photo credit: Neighbourly Pharmacy
News Release
Neighbourly Announces Pricing of Initial Public Offering
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, ON, May 18, 2021 – Neighbourly Pharmacy Inc. (“Neighbourly” or the “Company”), Canada’s largest and fastest growing network of community pharmacies, today announced that it has filed, and obtained a receipt for, its final prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada (the “Final Prospectus”) and has entered into an underwriting agreement in respect of its initial public offering (the “Offering”). The Offering consists of a treasury offering of 10,295,000 common shares of the Company at a price of $17.00 per common share (the “Offering Price”) for total gross proceeds to the Company of approximately $175 million. The offering size was increased from approximately $150 million to $175 million. An over-allotment option has been granted and, if exercised, will result in a secondary offering by certain shareholders of the Company (the “Selling Shareholders”). If the over-allotment option is exercised in full, the Selling Shareholders will receive aggregate gross proceeds of approximately $26 million. The Offering is expected to close May 25, 2021, subject to customary closing conditions.
The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Company’s common shares, subject to fulfillment by the Company of all of the initial listing requirements and conditions of the TSX. The Company’s common shares are expected to begin trading on the TSX upon closing of the Offering under the symbol “NBLY”.
In addition to the Offering, pursuant to a subscription agreement entered into between the Company and Rx Sidecar II, L.P. (the “Investor”), the Investor has agreed to purchase, on a prospectus-exempt basis in Canada, 1,058,823 common shares of the Company at the Offering Price for additional aggregate gross proceeds to the Company of $18 million (the “Concurrent Private Placement”). Closing of the Concurrent Private Placement is scheduled to occur concurrently with the closing of the Offering and is conditional upon closing of the Offering. The Offering is led by Scotiabank, RBC Capital Markets and BMO Capital Markets, together with a syndicate comprised of National Bank Financial Inc., TD Securities Inc., Desjardins Capital Markets, iA Private Wealth Inc., and HSBC.
Copies of the Final Prospectus are available on SEDAR at www.sedar.com.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Company’s common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the Company’s common shares may not be offered, sold or delivered within the United States unless pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Neighbourly in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Neighbourly Pharmacy Inc.
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 145 locations, reinforcing the Company’s reputation as the industry’s acquirer of choice.
Forward-Looking Statements
This press release contains certain forward-looking statements, including statements with regard to the closing of the Offering and the Concurrent Private Placement. Words such as “expects”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and no assurance can be given that the Offering and Concurrent Private Placement discussed above will be completed on the terms described or at all. Completion of the Offering and the terms thereof are subject to numerous factors, many of which are beyond Neighbourly’s control, including, without limitation, failure to meet customary closing conditions and the risk factors and other matters set forth in Neighbourly’s filings with the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada. Neighbourly undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
For more information, please contact investorrelations@nbly.ca or visit www.neighbourlypharmacy.ca