/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TORONTO, Jan. 27, 2021 /CNW/ - CareRx Corporation ("CareRx" or the "Company") (TSX: CRRX), Canada's leading provider of specialty pharmacy services to seniors, is pleased to announce that it has entered into an agreement pursuant to which Eight Capital and Cormark Securities Inc., as co-lead underwriters and joint bookrunners, together with a syndicate of underwriters (collectively, the "Underwriters"), have agreed to purchase on a "bought deal" basis 2,353,000 common shares of the Company (the "Shares") at a price of $4.25 per Share (the "Issue Price) for aggregate gross proceeds to CareRx of $10,000,250 (the "Offering").
The Company has granted the Underwriters an option, exercisable, in whole or in part, at any time not later than 30 days following the closing of the Offering, to purchase up to an additional 15% of the Shares at the Issue Price for market stabilization purposes and to cover over-allotments, if any (the "Over-Allotment Option"). If the Over-Allotment Option is exercised in full, the total gross proceeds of the Offering will be approximately $11,500,000.
The Shares will be offered by way of (i) a prospectus supplement (the "Prospectus Supplement") to CareRx's short form base shelf prospectus dated September 17, 2020, which Prospectus Supplement will be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada; (ii) in the United States by way of private placement 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.
Concurrent with the closing of the Offering, the Company expects to complete a non-brokered private placement of 1,176,470 common shares, at the Issue Price, for aggregate gross proceeds of $5,000,000, to Yorkville Asset Management Inc. for and on behalf of certain managed funds and Dr. Jack Shevel, each of whom are existing major shareholders of the Company.
The net proceeds of the Offering and the Concurrent Private Placement are expected to be used to satisfy the $4 million cash component of the purchase price payable at closing in connection with the Company's proposed acquisition of SmartMeds Pharmacy Inc., and for working capital and general corporate purposes.
Each of the Offering and the Concurrent Private Placement is expected to close on or about February 3, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press 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 State in which such offer, solicitation or sale would be unlawful.
About CareRx Corporation:
CareRx is Canada's leading provider of specialty pharmacy services to seniors. We serve approximately 50,000 residents in over 900 seniors and other 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 of the Offering and the Concurrent 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 liquidity and capital requirements, government regulation and funding, 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
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