/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Jan. 11, 2023 /CNW/ - CareRx Corporation (TSX: CRRX) ("CareRx" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of investment dealers led by Cormark Securities Inc. (collectively, the "Underwriters") pursuant to which the Underwriters have agreed to purchase 2,963,000 Common Shares (the "Common Shares") from the treasury of the Company, at a price of $2.70 per Common Share (the "Offering Price") for total gross proceeds of approximately $8 million (the "Offering").
In addition, the Company has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 444,450 Common Shares from the treasury of the Company at the Offering Price for additional gross proceeds of up to approximately $1.2 million for market stabilization purposes and to cover over-allotments, if any. The Over-Allotment Option is exercisable, in whole or in part, by the Underwriters at any time up to 30 days following the closing of the Offering.
Concurrent with the Offering, CareRx has entered into a binding agreement to sell 2,963,000 Common Shares to an institutional investor under the same terms and conditions of the Offering, on a private placement basis (the "Private Placement"). The Private Placement is expected to close in two tranches, with the first tranche closing on the closing date of the Offering and the second tranche expected to close on or before February 28, 2023.
The Company intends to use the net proceeds of the Offering and the Private Placement for debt reduction, working capital and general corporate purposes. If the Over-Allotment Option is exercised in full, the total gross proceeds of the Offering and the Private Placement will be approximately $17,200,215.
Closing of the Offering and the first tranche of the Private Placement is expected to occur on or about January 18, 2023 and is subject to customary conditions, including the receipt of all necessary regulatory approvals including that of the Toronto Stock Exchange (the "TSX").
The Offering will be made by way of (i) a prospectus supplement (the "Prospectus Supplement") to the Company's existing short form base shelf prospectus (the "Base Shelf Prospectus") dated October 31, 2022; (ii) in the United States only to qualified institutional investors pursuant to the exemption from registration provided for under Rule 144A of the United States Securities Act of 1933, as amended; and (iii) in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis. The Prospectus Supplement (together with the Base Shelf Prospectus, being the "Offering Documents") will be filed with the securities commissions in all of the provinces and territories of Canada. The Offering Documents will contain important detailed information about the securities being offered. Copies of the Underwriting Agreement and the Offering Documents will be available by visiting the Company's profile on the SEDAR website maintained by the Canadian Securities Administrators at www.sedar.com.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or compliance with an applicable exemption from such U.S. registration requirements.
About CareRx Corporation
CareRx is Canada's leading provider of pharmacy services to seniors living communities. We serve over 95,000 residents in over 1,600 seniors and other congregate care communities (long-term care homes, retirement homes, assisted living facilities, and group homes). We are a national organization with a large network of pharmacy fulfillment centres strategically located across the country. This allows us to deliver medications in a timely and cost-effective manner and quickly respond to routine changes in medication management. We use best-in-class technology that automates the preparation and verification of multi-dose compliance packaging of medication, providing the highest levels of safety and adherence for individuals with complex medication regimes. We take an active role in working with our home operator partners to promote resident health, staff education, and medication system quality and efficiency.
Forward Looking Statements
This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. These forward-looking statements include, among others, statements regarding the Company's business strategy, plans and other expectations, beliefs, goals, objectives, information and statements about possible future events, including the intended use of proceeds and expected closing date of the Offering and Private Placement. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate" or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management.
Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include the Company's exposure to and reliance on government regulation and funding, the Company's liquidity and capital requirements, exposure to epidemic or pandemic outbreak, the highly competitive nature of the Company's industry, reliance on contracts with key customers and other risk factors described from time to time in the reports and disclosure documents filed by the Company with Canadian securities regulatory agencies and commissions. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and neither the Company nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. The factors underlying current expectations are dynamic and subject to change.
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.
Additional information relating to the Company and other public filings, is available on SEDAR at www.sedar.com.
SOURCE CareRx Corporation
For further information: David Murphy, President and Chief Executive Officer, CareRx Corporation, (416) 927-8400; Neil Weber, Investor Relations, LodeRock Advisors., (647) 222-0574, Neil.firstname.lastname@example.org