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Securities law

Ontario Securities Commission Grants Order for Neighbourly Pharmacy Inc. to Cease Being a Reporting Issuer

Strategic Insights

— 1 min read

The Ontario Securities Commission has granted an order for Neighbourly Pharmacy Inc. to cease being a reporting issuer in all jurisdictions of Canada. This decision follows the completion of a plan of arrangement under section 192 of the Canada Business Corporations Act, which was approved by the Ontario Superior Court of Justice. The plan of arrangement resulted in the acquisition of Neighbourly Pharmacy Inc. by T.I.D. Acquisition Corp., a newly formed entity controlled by Persistence Capital Partners.

Key Takeaways:

  • Neighbourly Pharmacy Inc. has ceased to be a reporting issuer in all jurisdictions of Canada following the completion of a plan of arrangement.
  • The plan of arrangement was approved by the Ontario Superior Court of Justice and resulted in the acquisition of Neighbourly Pharmacy Inc. by T.I.D. Acquisition Corp.
  • The CVRs, which were issued as part of the arrangement, represent a small fraction of the aggregate consideration paid to former shareholders of Neighbourly Pharmacy Inc.
  • The CVRs do not track the value of Neighbourly Pharmacy Inc. or T.I.D. Acquisition Corp. and are not listed on any market or exchange.
  • The CVR Representative, a nationally recognized accounting firm, has the authority to monitor compliance with and enforce the obligations of T.I.D. Acquisition Corp. and its affiliates under the Arrangement Agreement relating to the CVRs.
  • Neighbourly Pharmacy Inc. has no intention to seek public financing by way of an offering of securities and has no ongoing public reporting obligations.

Statistics:

  • The aggregate cash consideration paid to former shareholders of Neighbourly Pharmacy Inc. upon closing of the Arrangement was approximately $415 million.
  • The contingent additional payment in respect of the CVRs is approximately $13.7 million in total.
  • The CVRs represent the right to receive the CVR Amount contingent solely upon achievement of the CVR EBITDA Target.

Sources:

  • Ontario Securities Commission, "In the Matter of the Securities Legislation of Ontario and In the Matter of Neighbourly Pharmacy Inc. Order" (2024-07-23)
  • Multilateral Instrument 11-102 Passport System
  • National Instrument 14-101 Definitions
  • Canada Business Corporations Act
  • Ontario Superior Court of Justice, "In the Matter of Neighbourly Pharmacy Inc. Final Order" (2024-03-13)

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