Neighbourly Pharmacy Inc., a company controlled by Persistence Capital Partners (PCP), has filed a preliminary prospectus in connection with a proposed initial public offering of common shares, with terms to be determined.
In its filing, Neighbourly Pharmacy anticipates that the offering price will be between $13 and $17 per share with issuance of between 8,824,000 and 11,539,000 common shares for gross proceeds of $150 million.
Three PCP entities, Persistence Capital Partners II, L.P., Persistence Capital Partners II (International), L.P. and Rx Sidecar, L.P., have granted underwriters an over-allotment option to purchase from the PCP entities up to an additional 15% of the aggregate number of the offered shares for gross proceeds of up to $22.5 million.
Neighbourly Pharmacy has applied to list common shares on the Toronto Stock Exchange (TSX) under the symbol “NBLY.”
Rx Sidecar II, L.P., an entity affiliated with PCP, has agreed to purchase, by way of private placement, a number of common shares at the offering for gross proceeds to Neighbourly Pharmacy of $18,000,000.
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.
On April 30, 2021, Neighbourly Pharmacy entered into a binding agreement to 13 pharmacies located in Ontario for Medical Pharmacies Group Limited, a portfolio company of a portfolio company of Clearspring Capital Partners.
As of April 30, 2021, Neighbourly Pharmacy had approximately 1,647 employees (approximately 1,750 on a pro-forma basis after giving effect to the pending acquisition), 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 Filing of Preliminary Prospectus for Initial Public Offering Français
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TORONTO, May 3, 2021 /CNW/ – Neighbourly Pharmacy Inc. (“Neighbourly” or the “Company”), Canada’s largest and fastest growing network of community pharmacies, is pleased to announce that the Company has filed with the securities regulatory authorities in each of the provinces and territories of Canada, and has received receipt for, a preliminary long form prospectus dated May 3, 2021 (the “Preliminary Prospectus”) for a proposed initial public offering of the Company’s common shares (the “Offering”).
Gross proceeds of the Offering are expected to be $150 million. The number of the Company’s common shares to be sold under the Offering and the price per common share have not yet been determined. 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 $22.5 million.
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, 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 expected to close during the week of May 24, 2021, subject to customary closing conditions, including the Company’s common shares being conditionally approved for listing on the Toronto Stock Exchange. Neighbourly will use the net proceeds from the Offering and the Concurrent Private Placement to repay indebtedness, strengthen its financial position, and pursue its growth strategies, including continuing to make accretive acquisitions, as well as for other general corporate purposes, all as described in the Preliminary Prospectus.
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.
The Preliminary Prospectus contains important information relating to the Offering and is still subject to completion or amendment. The Preliminary Prospectus is available on SEDAR at www.sedar.com under the Company’s profile. There will not be any sale or any acceptance of an offer to buy Company’s common shares until a receipt for the final prospectus has been issued. 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.
SOURCE Neighbourly Pharmacy Inc.
For further information: please contact investorrelations@nbly.ca or visit www.neighbourlypharmacy.ca