Private equity firm Persistence Capital Partners has signed a definitive agreement to buy the stake in Neighbourly Pharmacy Inc. NBLY-T that it does not already own and take the company private.
The deal will see PCP, which already owns about a 50 per cent interest in the network of independent pharmacies, pay $18.50 per share for a total of $415-million for the shares it does not already own.
Neighbourly shareholders will also receive a contingent value right worth an additional 61 cents per share for a total of $13.7-million that is payable if it achieves a target for its pro-forma adjusted earnings before interest, taxes, depreciation and amortization for its 2026 financial year.
PCP first offered $20.50 per share for Neighbourly in October last year, but cut its offer to $18.50 on Dec. 18 after what it said was difficult market conditions and views from its committed financing sources.
Neighbourly shares closed down 14 cents at $15.75 on the Toronto Stock Exchange on Friday.
The transaction requires approval by a two-thirds majority vote by Neighbourly shareholders and a majority vote by shareholders excluding PCP and its affiliates. The deal is expected to close by March 29, subject to customary conditions.