Company Announcements

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.