TORONTO, October 27, 2022 /CNW/ – Medical Facilities Corporation (TSX: DR) (“Medical Facilities” or the “Company”) announced today that it will take up and repurchase for cancellation 3,053,097 of its common shares (the “Common Shares “) at a purchase price of $11.30 per Common Share under the Company’s substantial issuer bid (the “Offer”), for an aggregate consideration of approximately $34.5 million.
The Common Shares purchased under the Offer represent approximately 10.38% of the issued and outstanding Common Shares on a non-diluted basis as of September 12, 2022, when the terms of the Offer were announced. After giving effect to the Offer, 26,361,662 Common Shares will be issued and outstanding.
A total of approximately 4,766,110 Common Shares have been duly tendered to the Offer and have not been withdrawn. The Offer having been oversubscribed, the shareholders who made calls for tenders at prices of $10.00 at $11.30 per common share and purchase price tenders will have approximately 99% of their successfully deposited common shares purchased by the Company, other than “odd lot” tenders, which are not subject to pro-rating.
Payment for Common Shares purchased will be made by Computershare Investor Services Inc. (the “Depository”) in accordance with the Offer and applicable laws. Any Common Share tendered at a purchase price per Common Share above $11.30 per common share will be returned to shareholders forthwith by the depositary.
Full details of the offer are described in the offer to purchase and circular dated September 16, 2022and the related Letter of Transmittal and Notice of Guaranteed Delivery, copies of which have been filed and are available on SEDAR at www.sedar.com.
The Company’s Normal Course Issuer Bid (the “NCIB”) to purchase up to 3,101,774 Common Shares through the facilities of the TSX or other trading systems Canadians has been suspended for the duration of the offer. Purchases of common shares under the issuer bid will resume and continue until the expiry of the issuer bid on November 30, 2022.
This press 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 the Medical Facilities Corporation
Medical Facilities, in partnership with physicians, has a diverse portfolio of highly rated, high quality surgical facilities in United States. MFC’s ownership includes a controlling interest in four specialty surgical hospitals located in Arkansas, Oklahomaand South Dakotaand an Ambulatory Surgery Center (“ASC”) located at California. Additionally, through a partnership with NueHealth LLC, Medical Facilities owns a controlling interest in five ambulatory surgery centers located in Michigan, Missouri, Nebraska, Ohioand Pennsylvania. MFC also has non-controlling interests in a specialty surgical hospital in Indiana and an ASC in Missouri. Specialty surgical hospitals perform surgical, imaging, diagnostic and other procedures, including primary and urgent care, and derive their income from fees charged for the use of their facilities. ASCs specialize in outpatient surgery, with stays of less than 24 hours. For more information, please visit www.medicalfacilitiescorp.ca.
Caution Regarding Forward-Looking Statements
Statements made in this press release, other than those regarding historical financial information, may be forward-looking and therefore subject to various risks and uncertainties. Certain forward-looking statements may be identified by words such as “may”, “will”, “anticipate”, “estimate”, “expect”, “intend” or “continue” or their negative form or similar variants. Certain important factors or assumptions are applied to make forward-looking statements and actual results may differ materially from those expressed or implied by such statements. Factors that could cause results to vary include those identified in filings by medical institutions with Canadian securities regulators, such as legislative or regulatory developments, increased competition, changes in technology and market conditions. general economics. All forward-looking statements presented herein should be read in conjunction with these materials. Medical Facilities does not undertake to update any forward-looking statements; these statements speak only as of the date on which they were made.
SOURCE Medical Facilities Society
For further information: David Watson, Chief Financial Officer, Medical Facilities Corporation, 1-877-402-7162, [email protected]; Trevor Heisler, Investor Relations, MBC Capital Markets Advisors, (416) 848-7380, [email protected]