CALGARY, ALBERTA--(Marketwire - Sept. 25, 2012) - APEX PHARMACIES LTD. (the "Company" or "APEX") announces that its offer (the "Offer") to purchase up to 1,538,461 common shares of the Company ("Common Shares") from its shareholders at a price of $0.65 per Common Share has been extended for a period of thirty (30) days, with the expiration date of the Offer being amended and extended from 5:00 p.m. (Calgary time) on September 25, 2012 to 5:00 p.m. (Calgary time) on October 25, 2012. In accordance with applicable securities laws and regulatory policies, the Company has filed a Notice of Change and Notice of Variation on SEDAR and a copy will be mailed to its shareholders.
As noted in the Company's issuer bid circular dated August 20, 2012 (the "Bid Circular") that was mailed to its shareholders in connection with the Offer, APEX has examined potential divestitures of all or a portion of its assets or Common Shares from time to time, however it has not received any offers that the Board of Directors have considered to be reasonable or in the best interests of the Company's shareholders, taken as a whole. As noted in the Bid Circular, the Company received interest from a potential strategic acquirer prior to the date of the Bid Circular, however the Board determined that a transaction could not be completed on terms that management and the Board felt were in the best interests of the Company's shareholders, taken as a whole. On September 23, 2012, the party with whom such discussions were previously held delivered a set of materials to the Company expressing its interest to engage in further discussions concerning the purchase and sale of the Company's Common Shares, the shares of its subsidiaries or the sale of all or substantially all of its assets. The Board of Directors is in the process of reviewing this expression of interest in order to determine whether or not further discussion is merited and whether or not it may become a viable offer for all or substantially all of the Company's assets, Common Shares or shares of its subsidiaries. As the materials provided include a range of financial information, conditions, criteria and tax implications it cannot be determined at the present time whether this expression of interest represents a viable offer, nor whether it will ever become a viable offer for potential divestiture. As a result, the Board has determined it to be in the best interests of its shareholders to extend the Offer for a period of thirty (30) days so that a preliminary review can be conducted and various undeterminable components of the aforementioned expression of interest can be assessed and potentially quantified.
Alliance Trust Company is the depositary for the Offer.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities offered will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.