CareRx Closes $63.25 Million Subscription Receipt Financings

May 19, 2021
10:42am

TORONTO, May 19, 2021 /CNW/ - CareRx Corporation ("CareRx" or the "Company") (TSX: CRRX), Canada's leading provider of pharmacy services to seniors living and other congregate care communities, today announced that it has closed its previously announced brokered and non-brokered equity financings of subscription receipts of the Company ("Subscription Receipts") for gross proceeds of approximately $63.25 million (the "Equity Financings").

The Equity Financings were comprised of (i) an underwritten private placement co-led by Eight Capital and Cormark Securities Inc., along with a syndicate of underwriters including Desjardins Securities Inc., Stifel Nicolaus Canada Inc., Beacon Securities Limited, Canaccord Genuity Corp., iA Private Wealth Inc., Echelon Wealth Partners and Leede Jones Gable Inc., of 10,247,650 Subscription Receipts at a price of $5.05 per Subscription Receipts (the "Issue Price") for gross proceeds of approximately $51.75 million, and (ii) a concurrent non-brokered private placement to Yorkville Asset Management Inc. (for and on behalf of certain managed funds, "Yorkville") pursuant to which Yorkville purchased 2,277,230 Subscription Receipts at the Issue Price for gross proceeds of approximately $11.5 million. The gross proceeds reflect the full exercise of the upsize options granted to each of the underwriters and Yorkville.

The gross proceeds of the Equity Financings will be used to partially fund the $70 million cash portion of the purchase price for the Company's proposed acquisition of the long-term care pharmacy division of Medical Pharmacies Group Limited (the "Acquisition"). The gross proceeds of the Equity Financings, net of the expenses of the Underwriters and 50% of the commissions and cash commitment fee payable to the Underwriters and Yorkville, respectively, have been placed into escrow and will be released upon the satisfaction of certain escrow release conditions (the "Escrow Release Conditions"), including (i) CareRx obtaining shareholder approval of the Equity Financings at the Company's annual and special meeting of shareholders, which is scheduled to be held on June 4, 2021 and (ii) completion of the Acquisition. Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be exchanged for one common share of the Company ("Common Shares"), subject to certain adjustments in the event that the Escrow Release Conditions are not satisfied by certain prescribed dates, in which case each Subscription Receipt will be exchanged for up to 1.1 Common Shares.

The Acquisition is expected to be completed during the third quarter of 2021, and is subject to a number of customary conditions of closing, including approval by the Competition Bureau.

ABOUT CARERX

CareRx is Canada's leading provider of pharmacy services to seniors living communities. We serve over 52,000 residents in over 925 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 in respect of the Acquisition and the Equity Financings. 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, acquisitions and integrations undertaken by the Company, 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.

SOURCE CareRx Corporation

For further information: visit www.carerx.ca or contact: David Murphy, President & Chief Executive Officer, CareRx Corporation, 416-927-8400; Lawrence Chamberlain, Investor Relations, LodeRock Advisors, 416-519-4196, lawrence.chamberlain@loderockadvisors.com