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Apollo Healthcare Corp. has completed its plan of arrangement with Anjac SAS, under which Anjac has acquired all of Apollo's issued Class B shares for $4.50 each in cash. Shareholders approved the arrangement on December 24, 2021, and the Ontario Superior Court endorsed it on January 4, 2021. Following the completion, Apollo shares will be delisted from the Toronto Stock Exchange and OTCQX, with the company applying to cease being a reporting issuer. This partnership aims to enhance product innovation in personal care and OTC technologies.
Positive
Acquisition of all Class B shares at $4.50 per share provides liquidity to shareholders.
Strategic partnership with Anjac expected to enhance product innovation for global clients.
Negative
Apollo shares will be delisted from the Toronto Stock Exchange and OTCQX, potentially limiting future investment.
The company will cease to be a reporting issuer, reducing financial transparency.
TORONTO--(BUSINESS WIRE)--
Apollo Healthcare Corp. (TSX: AHC, OTCQX: AHCCF) (“Apollo” or the “Company”) and Anjac SAS (“Anjac”) are pleased to announce that they have completed the previously announced plan of arrangement (the “Arrangement”) under section 182 of the Business Corporations Act (Ontario) (“OBCA”) among Apollo, Anjac and 1000009701 Ontario Inc. (the “Purchaser”), pursuant to which, among other things, the Purchaser has acquired all of Apollo’s issued and outstanding Class B shares (“Apollo Shares”) other than certain Apollo Shares held by Charles Wachsberg and Richard Wachsberg.
Following the overwhelming support of holders of Apollo Shares (“Shareholders”) approving the Arrangement at the special meeting held on December 24, 2021, the Ontario Superior Court of Justice (Commercial List) approved the Arrangement on January 4, 2021. Under the terms of the Arrangement, each former Shareholder is entitled to receive $4.50 per Apollo Share in cash (the “Consideration”). Prior to completion of the Arrangement, the Purchaser did not own any Apollo Shares.
“Our partnership with Anjac will leverage Apollo’s broad service capabilities for its global clients. Anjac’s established and proprietary credentials in personal care and OTC technologies will complement Apollo’s incomparable leadership in driving distinctive, strategic, and first to market product innovation for the benefit of its cherished family of customers.” – Charles Wachsberg, Co-Chief Executive Officer of Apollo
Further details of the Arrangement are set out in Apollo’s management information circular dated November 25, 2021 (the “Circular”). Registered Shareholders should send their completed and executed letters of transmittal and certificates representing their Apollo Shares to the depositary for the Transaction, TSX Trust Company, in accordance with the instructions contained in the letter of transmittal as soon as possible in order to receive the Consideration to which they are entitled pursuant to the Arrangement. A copy of the Circular and the letter of transmittal can be found under Apollo’s profile at www.sedar.com.
Anjac and Apollo expect the Apollo Shares to be delisted from the Toronto Stock Exchange and OTCQX Marketplace in the near future. Apollo will also apply to cease to be a reporting issuer under applicable securities laws and to cease to be an offering corporation under the OBCA.
ADVISORS
Fasken Martineau DuMoulin LLP and Gibson Dunn & Crutcher LLP acted as Anjac’s Canadian and French legal counsel, respectively, and Raymond James Ltd. acted as Anjac’s financial advisor. Jeausserand Audouard and Hottinguer Corporate Finance acted as Anjac’s French legal counsel and financial advisor, respectively, in connection with the financing for the Arrangement.
Miller Thomson LLP and Canaccord Genuity Corp. acted as Apollo’s Canadian legal counsel and financial advisor, respectively. Cassels, Brock & Blackwell LLP and Cormark Securities Inc. acted as legal counsel and financial advisor, respectively, to the Apollo special committee.
ABOUT APOLLO HEALTHCARE CORP.
Based in Toronto, Ontario, 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 globally in tens of thousands of stores and its North American customer base spans across major grocery, drug, and mass merchandise retailers, as well as wholesale clubs. In addition to private label products, Apollo also manufactures customized products for various institutional clients on a contract basis.
ABOUT ANJAC SAS
Anjac is a family-owned industrial group, and association health laboratories, beauty and wellness brands, that creates, develops and manufactures, pharmaceuticals, medical devices and beauty products. The Anjac group of companies is made up of 13 leading, complementary companies with 21 research, development and production facilities across the health, hygiene, beauty and food supplements industries. Anjac was founded in 2008, has approximately 2,500 employees globally, and is based in Paris, France.
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 (including negative and grammatical variations) are intended to identify forward-looking information and statements; however, all forward-looking information and statements may not be identified by such words. In particular, this press release contains, without limitation, forward-looking information and statements pertaining to: delivery of duly completed letters of transmittal to TSX Trust Company by registered Shareholders in order to receive the Consideration; the timing of the delisting of the Apollo Shares from the Toronto Stock Exchange and OTCQX Marketplace; Apollo ceasing to be a reporting issuer and offering corporation. The forward-looking information and statements in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties. Such factors include, but are not limited to, the risks, factors and assumptions discussed in the section entitled, “Risk Factors” in the Annual Information Form of the Company dated March 15, 2021 and in the section entitled “Risk Factors” in the Circular and other documents filed by the Company with the Ontario Securities Commission and other securities regulators across Canada. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward‐looking information and statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Readers are cautioned not to place undue reliance on forward-looking information and 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. The forward-looking information and 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 information or statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
FURTHER INFORMATION
For further information, including to obtain a copy of the Early Warning Report filed by Anjac in connection with the completion of the Arrangement (a copy of which can also be found under Apollo’s profile at www.sedar.com), please contact:
