TORONTO, Oct. 25, 2022 /CNW/ - Medical Facilities Corporation (TSX: DR) ("Medical Facilities" or the "Company") announced today the preliminary results of its substantial issuer bid (the "Offer") to purchase for cancellation up to $34.5 million of its common shares (the "Common Shares"). The offer expired at 5:00 p.m. (Eastern Time) on October 24, 2022.
All of the terms and conditions of the Offer have been complied with or waived and, based on a preliminary count by Computershare Investor Services Inc. (the "Depositary"), the Company expects to take up and purchase for cancellation 3,053,097 Common Shares at a purchase price of $11.30 per Common Share (the "Purchase Price"), for aggregate consideration of approximately $34.5 million. The Common Shares expected to be purchased under the Offer represent approximately 10.38% of the issued and outstanding Common Shares on a non-diluted basis as at September 12, 2022, the date the Offer was publicly announced. After giving effect to the Offer, approximately 26,361,662 Common Shares are expected to be issued and outstanding.
The Offer was made by way of a "modified Dutch auction", which allowed shareholders who chose to participate in the Offer to individually select the price, within a price range of not less than $10.00 per Common Share and not more than $11.50 per Common Share (in increments of $0.10 per Common Share), at which they were willing to sell their Common Shares.
Based on the Depositary's preliminary count, approximately 4,766,110 Common Shares were tendered to the Offer. As the Offer was oversubscribed, shareholders who made auction tenders at prices from $10.00 to $11.30 per Common Share and purchase price tenders are expected to have approximately 99% of their successfully tendered Common Shares purchased by the Company, other than "odd lot" tenders, which are not subject to proration. Shareholders who made auction tenders at a price in excess of $11.30 per Common Share will have their Common Shares returned by the Depositary.
The number of Common Shares to be purchased under the Offer and the Purchase Price are preliminary, subject to verification by the Depositary and assume that all Common Shares tendered through notices of guaranteed delivery will be delivered within the two trading day settlement period. The Company will announce the final results following completion of take-up of the Common Shares.
The full details of the Offer are described in the offer to purchase and issuer bid circular dated September 16, 2022, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com.
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Common Shares.
About Medical Facilities Corporation
Medical Facilities, in partnership with physicians, owns a diverse portfolio of highly rated, high-quality surgical facilities in the United States. MFC's ownership includes controlling interest in four specialty surgical hospitals located in Arkansas, Oklahoma, and South Dakota, and an ambulatory surgery center ("ASC") located in California. In addition, through a partnership with NueHealth LLC, Medical Facilities owns a controlling interest in five ambulatory surgery centers located in Michigan, Missouri, Nebraska, Ohio, and Pennsylvania. MFC also owns non-controlling interests in a specialty surgical hospital in Indiana and an ASC in Missouri. The specialty surgical hospitals perform scheduled surgical, imaging, diagnostic and other procedures, including primary and urgent care, and derive their revenue from the fees charged for the use of their facilities. The ASCs specialize in outpatient surgical procedures, with patient stays of less than 24 hours. For more information, please visit www.medicalfacilitiescorp.ca.
Caution concerning forward-looking statements
Statements made in this news release, other than those concerning historical financial information, may be forward-looking and therefore subject to various risks and uncertainties. Some forward-looking statements may be identified by words like "may", "will", "anticipate", "estimate", "expect", "intend", or "continue" or the negative thereof or similar variations and include statements about the final results of the Offer and the announcement thereof by the Company. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Factors that could cause results to vary include those identified in Medical Facilities' filings with Canadian securities regulatory authorities such as legislative or regulatory developments, intensifying competition, technological change and general economic conditions. All forward-looking statements presented herein should be considered in conjunction with such filings. Medical Facilities does not undertake to update any forward-looking statements; such statements speak only as of the date made.
SOURCE Medical Facilities Corporation
Please contact: David Watson, Chief Financial Officer, Medical Facilities Corporation, 1-877-402-7162, firstname.lastname@example.org; Trevor Heisler, Investor Relations, MBC Capital Markets Advisors, (416) 848-7380, email@example.com