Only Shares will be taken up and purchased for cancellation pursuant to the Offer. Holders of multiple voting shares of the Company (the "Multiple Voting Shares") are entitled to participate in the Offer by depositing their Multiple Voting Shares to the Offer. Only those Multiple Voting Shares proposed to be taken up by the Company will be converted into Shares immediately prior to take up.
The Offer will not be conditional upon any minimum number of Shares being properly deposited under the Offer. The Offer will, however, be subject to other conditions and the Company will reserve the right, subject to applicable laws, to withdraw, extend or vary the Offer, if, at any time prior to the payment of deposited Shares, certain events occur. If more than 2,000,000 Shares and Multiple Voting Shares are properly deposited and not properly withdrawn, such deposited Shares (including Shares underlying Multiple Voting Shares) will be purchased on a pro rata basis.
The Company believes that the purchase of Shares is in the best interests of the Company and represents an attractive investment by the Company and an appropriate use of its excess cash-on-hand.
Participation of AMG, Directors and Officers
The directors and officers of the Company (other than
The Company has retained TSX Trust Company to act as depositary for the Offer.
The Offer will be for up to approximately 4.8% of the total number of issued and outstanding Shares and Multiple Voting Shares on a non-diluted basis. The Purchase Price will be denominated in Canadian dollars and payments of amounts owing to holders of Shares or Multiple Voting Shares (collectively, "Shareholders") whose Shares are taken up will be made in Canadian dollars. However, Shareholders may elect to receive the Purchase Price in
The board of directors of AHG (the "Board of Directors") has approved the Offer. However, none of the Company, its Board of Directors or the Depositary makes any recommendation to any Shareholder as to whether to deposit or refrain from depositing Shares or Multiple Voting Shares under the Offer. Shareholders are urged to evaluate carefully all information in the Offer, consult their own financial, legal, investment and tax advisors, and make their own decisions as to whether to deposit Shares or Multiple Voting Shares under the Offer, and, if so, how many Shares or Multiple Voting Shares to deposit.
The formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") containing, among other things, the terms and conditions of the Offer, instructions for depositing Shares and Multiple Voting Shares and the factors considered by the Board of Directors in making its decision to approve the Offer, will be filed with the applicable securities regulators and mailed to shareholders on or about
The Offer referred to in this press release has not yet commenced. This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares will only be made pursuant to the Offer Documents to be filed with the applicable securities regulators in
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
This news release may contain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws, including, without limitation, statements regarding the Company's intention to commence the Offer, the size, timing, tax consequences, terms and conditions of the Offer, participation in the Offer by AMG and the Company's directors and officers, potential sales of Shares outside the Offer by AMG and the Company's directors and officers and the Company's cash strategy.
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, assumptions and other factors that may cause the actual results, level 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 Factors" section in our Annual Information Form, available free of charge under the Company's 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 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, investors should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents our expectations as of the date specified herein and are subject to change after such date. However, we disclaim 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.
All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
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