C$4.50 per share Consideration represents a
172% premium to the 20-day VWAP of the Apollo Shares on the TSX as
of November 4, 2021
All cash offer crystalizes value for Apollo
Shareholders, offering immediate liquidity and certainty of
value
Apollo's Board and Independent Committee
have unanimously approved the Transaction and recommend that Apollo
Shareholders vote in favour of the Transaction
Lock-ups representing 51.7% of Apollo
Shares, which includes irrevocable support of 46.6% of Apollo
Shares
Apollo Healthcare Corp. (TSX: AHC – “Apollo” or the
“Company”) and Anjac SAS (“Anjac”) are pleased to
announce that they have entered into a definitive arrangement
agreement (“Arrangement Agreement”) pursuant to which Anjac
has agreed to acquire all of the issued and outstanding Class B
shares of Apollo (“Apollo Shares”), other than certain
Apollo Shares held by members of management (“Rollover
Shares”), by way of a statutory plan of arrangement (“Plan
of Arrangement”) under the Business Corporations Act (Ontario)
(“Transaction”). Under the terms of the Arrangement
Agreement, holders of Apollo Shares (“Apollo Shareholders”)
will receive C$4.50 in cash for each Apollo Share held
(“Consideration”), which implies an aggregate equity value
for Apollo (including the Rollover Shares), of approximately C$327
million, on a fully-diluted, in-the-money, treasury method
basis.
Charles Wachsberg, Chairman and Co-Chief Executive Officer of
Apollo, commented: “We are delighted to be able to deliver a
substantial premium and investment liquidity for all of our
faithful shareholders through Apollo’s partnership with Anjac.
Apollo’s established leadership and commitment to strategic, client
centric engagement, as well as to building world class retail
brands for its cherished family of clients will be further enhanced
in its association with Anjac. We look forward to working closely
with Anjac to deliver industry leading innovation and customization
throughout our global distribution platform.”
Aurelien Chaufour, Chief Executive Officer of Anjac,
commented: “With assets in the USA, Canada and Europe, Anjac is
a global leader in developing first to market and exclusive
technologies within the health and beauty care and pharmaceutical
sectors. We look forward to collaborating with the talented Apollo
team on future initiatives and to bringing exceptional quality
products to market in the dedicated service of Apollo’s
customers.”
HIGHLIGHTS & KEY BENEFITS TO APOLLO SHAREHOLDERS:
- The Consideration represents a 157% premium to the closing
price of the Apollo Shares on the Toronto Stock Exchange
(“TSX”) as at November 4, 2021 and a 172% premium over the
volume-weighted average price of the Apollo Shares on the TSX based
for the 20 trading days ending on November 4, 2021.
- The all cash offer crystalizes value for Apollo Shareholders
and provides full liquidity and certainty of value.
- As a condition to the Transaction, Apollo’s Co-CEOs, Charles
Wachsberg and Richard Wachsberg (collectively, the “Rollover
Shareholders”) have agreed to exchange approximately 64% of
their total Apollo Shares for equity in an affiliate of Anjac,
which will represent 30% of the pro forma equity interests therein,
valued at the same price as the Consideration.
- Apollo's board of directors (“Board”) formed an
independent committee (the “Independent Committee”) of
directors, consisting of Jeffrey Spiegelman, Andrew Schachter and
Carlo LiVolsi, to negotiate and review the Transaction. The
Independent Committee unanimously recommended that the Board
approve the Transaction and the Board (with interested directors
abstaining), having received the recommendation of the Independent
Committee, unanimously approved the Transaction and unanimously
recommends that Apollo Shareholders vote in favour of the
Transaction.
- The Rollover Shareholders, who hold approximately 46.6% of the
Apollo Shares, have entered into “hard” irrevocable voting support
agreements (“Hard Lock-Ups”) with Anjac pursuant to which
they have agreed to vote their Apollo Shares in favour of the
shareholder resolution approving the Transaction. The remaining
directors and officers of Apollo, who hold approximately
5.1% of the Apollo Shares, have entered into “soft” voting support
agreements (“Soft Lock-Ups”). Together, the Hard Lock-Ups
and Soft Lock-Ups represent approximately 51.7% of the Apollo
Shares.
- The Independent Committee obtained a formal valuation (the
“Formal Valuation”) from its independent financial advisor,
Cormark Securities Inc. (“Cormark”), as required by MI
61-101 (as defined below). The Formal Valuation was prepared under
the supervision of the Independent Committee and determined that,
as at November 4, 2021, and based upon and subject to the
assumptions, limitations and qualifications contained in Cormark’s
written valuation report, the Consideration falls within the
valuation range per Apollo Share determined by Cormark. In
addition, Cormark has provided a fairness opinion to the
Independent Committee that, as of the date of such opinion and
subject to the assumptions, limitations and qualifications set out
in such opinion, and such other matters as Cormark considered
relevant, the Consideration to be received pursuant to the
Transaction is fair, from a financial point of view, to the Apollo
Shareholders (other than the Rollover Shareholders).
- The Board received an opinion from its financial advisor,
Canaccord Genuity Corp. (“Canaccord Genuity”), that, as of
the date of such opinion and subject to the assumptions,
limitations and qualifications set out in such opinion, and such
other matters as Canaccord Genuity considered relevant, the
Consideration to be received pursuant to the Transaction is fair,
from a financial point of view, to the Apollo Shareholders (other
than the Rollover Shareholders).
TERMS OF THE TRANSACTION
The Transaction will be effected by way of a statutory plan of
arrangement under the Business Corporations Act (Ontario). The
implementation of the Plan of Arrangement will be subject to Apollo
Shareholder approval at a special meeting of Apollo Shareholders
(the “Special Meeting”), which is expected to be held prior
to the end of the year. The Plan of Arrangement will constitute a
"business combination" for the purposes of Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”), and will therefore also require
the approval of the holders of a majority of the shares cast by
Apollo Shareholders at the Special Meeting, excluding the Apollo
Shares held by the Rollover Shareholders, in addition to approval
by 66 2/3% of all votes cast by Apollo Shareholders at the Special
Meeting. The Transaction is also subject to the approval of the
Ontario Superior Court of Justice, in addition to certain other
closing conditions customary to a Transaction of this nature. Other
than the approval of the TSX, there are no regulatory approvals to
complete the Transaction.
Additional details of the Transaction will be provided to Apollo
Shareholders in an information circular expected to be mailed in
the coming weeks. It is currently anticipated that, subject to
receipt of all court, shareholder and other approvals, the
Transaction is expected to be completed in the fourth quarter of
2021.
INDEPENDENT COMMITTEE AND BOARD RECOMMENDATION
The Independent Committee unanimously recommended that the Board
approve the Transaction and the Board (with interested directors
abstaining), having received the recommendation of the Independent
Committee, unanimously approved the Transaction and unanimously
recommends that Apollo Shareholders vote in favour of the
Transaction. In making their respective determinations, the Board
and the Independent Committee considered (as applicable), among
other factors, (i) the fairness opinion received from Canaccord
Genuity which states that, as of the date of such opinion and
subject to the assumptions, limitations and qualifications set out
in such opinion, and such other matters as Canaccord Genuity
considered relevant, the Consideration to be received pursuant to
the Transaction is fair, from a financial point of view, to the
Apollo Shareholders (other than the Rollover Shareholders), (ii)
the Formal Valuation for purposes of MI 61-101 from Cormark,
independent financial advisor to the Independent Committee,
pursuant to MI 61-101, (iii) the fairness opinion from Cormark,
which states that, as of the date of such opinion and subject to
the assumptions, limitations and qualifications set out in such
opinion, and such other matters as Cormark considered relevant, the
Consideration to be received pursuant to the Transaction is fair,
from a financial point of view, to the Apollo Shareholders (other
than the Rollover Shareholders), and (iv) the terms of the
Arrangement Agreement.
Apollo and Anjac have provided representations and warranties
customary for a transaction of this nature and Apollo has provided
customary interim period covenants regarding the operation of its
business in the ordinary course. In addition, the Arrangement
Agreement includes customary deal protection provisions, including
that Apollo has agreed not to solicit or initiate any discussion
regarding any other business combination, subject to customary
“fiduciary out” rights. Apollo has also granted Anjac a
right-to-match any superior proposal and will pay a termination fee
of C$11.5 million to Anjac if the Arrangement Agreement is
terminated in certain circumstances, including if Apollo recommends
or approves an acquisition proposal or enters into an agreement
with respect to a superior proposal. Apollo and Anjac have also
agreed to make an expense reimbursement payment to the other party
if the Arrangement Agreement is terminated in certain
circumstances.
The Transaction is not subject to a financing condition and the
Consideration will be funded from Anjac’s current cash balance and
a committed debt facility to be provided on closing of the
Transaction.
ADVISORS
Canaccord Genuity Corp. acted as financial advisor and Miller
Thomson LLP acted as legal counsel to Apollo. Cormark Securities
Inc. acted as independent financial advisor to the Independent
Committee in preparing the Formal Valuation and Cassels Brock &
Blackwell LLP acted as legal counsel to the Independent Committee.
Canaccord Genuity Corp. provided a fairness opinion to the Board,
and Cormark Securities Inc. provided the Formal Valuation and a
fairness opinion to the Independent Committee.
Raymond James Ltd. acted as exclusive financial advisor to Anjac
and Fasken Martineau DuMoulin LLP and Gibson Dunn & Crutcher
LLP acted as legal counsel to Anjac.
ABOUT APOLLO HEALTHCARE CORP.
Based in Ontario, Canada, Apollo Healthcare Corp. is one of the
largest private label personal care product manufacturers in North
America, developing and manufacturing retailer branded and private
label products for major North American retailers. Apollo’s
products are sold in tens of thousands of stores across North
America and its customer base spans across major North American
grocery, drug, and mass merchandise retailers, users as well as
wholesale clubs. In addition to private label, Apollo also
manufactures products on a contract basis for many of its
clients.
ABOUT ANJAC SAS
Anjac Health and Beauty Services provides contract development,
manufacturing services, and analytical testing for pharmaceuticals,
medical devices, health and hygiene products, and beauty products.
The Anjac group of companies brings together 10 leading,
complementary enterprises, and 14 research, development and
production facilities, across the health, hygiene, beauty and food
supplements industries. Anjac was founded in 2008, has
approximately 1,700 employees globally, and is based in Paris,
France.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking information and
forward-looking statements within the meaning of applicable
securities laws and is based on the expectations, estimates and
projections of management of Apollo as of the date of this press
release, unless otherwise stated. The use of any of the words
“expect”, “anticipate”, “continue”, “estimate”, “objective”,
“ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”,
“intends” and similar expressions are intended to identify
forward-looking information. In particular, this press release
contains, without limitation, forward-looking information and
statements pertaining to: the Transaction and the anticipated
timing of required regulatory, court and shareholder approvals;
mailing of the information circular related to the Special Meeting
and the timing of the Special Meeting; the anticipated benefits of
the Transaction for Apollo Shareholders; the ability of the parties
to satisfy the other conditions to, and to complete, the
Transaction; and the anticipated timing for the closing of the
Transaction.
With respect to the forward-looking statements contained in this
press release, Apollo has made assumptions regarding, among other
things, that the Transaction will be completed on the terms
contemplated by the Arrangement Agreement; the ability of the
parties to receive, in a timely manner and on satisfactory terms,
the necessary regulatory, court, shareholder, stock exchange and
other third party approvals; the ability of the parties to satisfy,
in a timely manner, the other conditions to the closing of the
Transaction; and other expectations and assumptions concerning the
Transaction. Although Apollo believes that the expectations
reflected in the forward-looking statements contained in this press
release, and the assumptions on which such forward-looking
statements are made, are reasonable, there can be no assurance that
such expectations will prove to be correct. Readers are cautioned
not to place undue reliance on forward-looking statements included
in this press release, as there can be no assurance that the plans,
intentions or expectations upon which the forward-looking
statements are based will occur.
By their nature, forward-looking statements involve numerous
assumptions, known and unknown risks and uncertainties that
contribute to the possibility that predictions, forecasts,
projections and other forward-looking statements will not occur,
which may cause Apollo’s actual performance and financial results
in future periods to differ materially from any estimates or
projections of future performance or results expressed or implied
by such forward-looking statements. These risks and uncertainties
include, without limitation, completion of the Transaction is
subject to a number of conditions which are typical for
transactions of this nature, certain of which are outside the
control of Apollo, failure to satisfy any of these conditions, the
emergence of a superior proposal or the failure to obtain approval
of Apollo Shareholders may result in the termination of the
Arrangement Agreement. As a consequence, actual results may differ
materially from those anticipated in the forward-looking
statements.
Readers are cautioned that the forgoing lists of factors are not
exhaustive. Additional information on these and other factors that
could affect Apollo’s operations and financial results are included
in reports on file with Canadian securities regulatory authorities
and may be accessed through the SEDAR website (www.sedar.com) and
at Apollo’s website (www.apollohealthcarecorp.com). Furthermore,
the forward-looking statements contained in this press release are
made as at the date of this press release and Apollo does not
undertake any obligation to update publicly or to revise any of the
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by applicable
securities laws.
This release does not constitute an offer to purchase or a
solicitation of an offer to sell securities. Shareholders are
advised to review any documents that may be filed with securities
regulatory authorities and any subsequent announcements because
they will contain important information regarding the Transaction
and the terms and conditions thereof.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211105005495/en/
Paul Bozoki, Chief Financial Officer Email: info@ahcinvestor.com
Phone: 647-370-5907 www.apollohealthcarecorp.com
A H Belo (NYSE:AHC)
Historical Stock Chart
Von Mär 2024 bis Apr 2024
A H Belo (NYSE:AHC)
Historical Stock Chart
Von Apr 2023 bis Apr 2024
