Longueuil, Québec, November 15, 2013 - The Jean Coutu Group (PJC) Inc. (the "Jean Coutu Group" or the "Corporation") (TSX:PJC.A) today announces the preliminary results of its offer to purchase for cancellation up to 22,000,000 Class "A" Subordinate Voting Shares without par value of the Corporation (the "Shares") at a price of $18.50 per Share (the "Offer"), which expired at 5:00 pm (Montreal Time) on Thursday, November 14, 2013.
The Jean Coutu Group confirmed that all of the terms and conditions of the Offer have been complied with or waived. Based on the preliminary count by Computershare Investor Services Inc., as depositary for the Offer (the "Depositary"), approximately 25,448,246 Shares were validly deposited and not withdrawn under the Offer, and the Jean Coutu Group expects to take up and accept for payment the maximum 22,000,000 Shares offered to be purchased under the Offer. As the aggregate number of Shares deposited under the Offer exceeds 22,000,000 Shares, a proration factor will apply such that shareholders who have validly deposited Shares under the Offer will have the number of Shares purchased prorated following determination of the final results of the Offer. The Jean Coutu Group expects that shareholders who have deposited Shares pursuant to the Offer will have approximately 86.4% of their deposited Shares purchased by the Jean Coutu Group under the Offer.
The number of Shares validly deposited under the Offer and the proration factor are preliminary. Final results will be determined subject to confirmation by the Depositary of the proper delivery of the Shares validly deposited and not withdrawn. Following confirmation by the Depositary of the exact number of Shares validly deposited and not withdrawn, the Jean Coutu Group will release the final results, including the final proration factor. Certificates for Shares not purchased under the Offer, including Shares not purchased because of proration, will be returned to shareholders as soon as practicable.
The Shares expected to be repurchased for cancellation represent approximately 20.46% of the Jean Coutu Group's outstanding Shares before giving effect to the Offer. After giving effect to the Offer, the number of issued and outstanding Shares is expected to be approximately 85,521,199. Of the Shares expected to be purchased pursuant to the Offer, approximately 18,144,000 will be purchased from The Fondation Marcelle et Jean Coutu (the “Fondation”), a trust controlled by Mr. Jean Coutu and his family which pursues purely philanthropic goals, resulting in Mr. Jean Coutu’s interest in the Jean Coutu Group, directly or indirectly, individually or with members of his family, decreasing to approximately 56.42% of all of the Jean Coutu Group’s outstanding equity securities, representing approximately 92.66% of the voting interests in the Jean Coutu Group, as compared to 59.14% and 92.47%, respectively, prior to the Offer.
The full details of the Offer are described in the formal offer to purchase, issuer bid circular and other related documents (collectively, the “Offer Documents”) mailed to shareholders on October 10, 2013, copies of which were filed on SEDAR at www.sedar.com.
This press release is for informational purposes only, and does not constitute an offer to buy or the solicitation of an offer to sell any securities of the Corporation.
About The Jean Coutu Group. The Jean Coutu Group is one of the most trusted names in Canadian pharmacy retailing. The Corporation operates a network of 411 franchised stores located in the provinces of Québec, New Brunswick and Ontario under the banners of PJC Jean Coutu, PJC Clinique, PJC Santé and PJC Santé Beauté, that employs more than 19,000 people. Furthermore, the Jean Coutu Group owns Pro Doc Ltd, a Québec-based subsidiary and manufacturer of generic drugs.
This press release contains forward-looking statements that involve risks and uncertainties, and which are based on the Corporation’s current expectations, estimates, projections and assumptions made by the Jean Coutu Group in light of its experience and its perception of historical trends. All statements that address expectations or projections about the future, including statements about the Offer, the Corporation’s strategy for growth, costs, operating or financial results, are forward-looking statements. All statements other than statements of historical facts, including statements regarding our expectations with respect to the actual number of Shares to be taken up and paid for in connection with the Offer, the proration factor, and the number of Shares issued and outstanding after giving effect to the Offer, may be forward-looking statements within the meaning of the Canadian securities legislation and regulations. Some of the forward-looking statements may be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "project", "could", "anticipate", "plan", "foresee", "believe" or "continue", the negatives of these terms, the variations of them or the use of other similar terms. Although the Corporation believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. While the list below of cautionary statements is not exhaustive, some important factors that could affect our future operating results, financial position and cash flows and could cause our actual results to differ materially from those expressed in these forward-looking statements, include the success of the Corporation’s business model, changes in laws and regulations, or in their interpretations, changes to tax regulations and accounting pronouncements, the accuracy of management’s assumptions, including those relating to the Offer (including, without limitation, our assumptions, beliefs and expectations regarding the completeness and accuracy of information provided by the Depositary in respect of the Offer and the Jean Coutu Group share capital), and other factors that are beyond our control.
These and other factors could cause our actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. Investors and others are cautioned that undue reliance should not be placed on any forward-looking statements. For more information on the risks, uncertainties and assumptions that would cause the Corporation’s actual results to differ from current expectations, please also refer to the Corporation’s public filings available at www.sedar.com and www.jeancoutu.com. In particular, further details and descriptions of these and other factors are disclosed in the Corporation’s Annual Information Form under "Risk Factors" as well as in the "Critical Accounting Estimates", the "Risks and uncertainties" and the "Strategies and outlook" sections of the MD&A for the fiscal year ended March 2, 2013. We expressly disclaim any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or any other reason, unless required by the applicable securities laws.