Paragon Pharmacies Limited
TSX VENTURE : PGN

Paragon Pharmacies Limited

July 26, 2012 19:11 ET

Paragon Shareholders Approve Acquisition of Paragon by Shoppers Drug Mart

KELOWNA, BRITISH COLUMBIA--(Marketwire - July 26, 2012) - Paragon Pharmacies Limited ("Paragon" or the "Corporation") (TSX VENTURE:PGN) today announced that at the meeting of holders ("Shareholders") held today, the Shareholders approved:

  1. the sale to Shoppers Drug Mart Inc. of substantially all of the assets of Paragon, which consists of 19 retail pharmacies and three central fill pharmacies located in British Columbia, Alberta and Manitoba (the "Transaction");

  2. the change of the Corporation's name to "PGNX Capital Corp.", or such other name as the board of directors of the Corporation (the "Board") deems appropriate (the "Name Change");

  3. the election of Randy Henderson, Bob Silver, Eric Stefanson, Denis Taillieu and Martin Weinberg to the Board;

  4. the reappointment of KPMG as auditors of the Corporation; and

  5. the current share option plan of the Corporation.

The completion of the Transaction is subject to certain customary closing conditions, including final acceptance by the TSX Venture Exchange. The parties anticipate that the Transaction will close and the Name Change will become effective on August 1, 2012.

Further Information

Paragon Pharmacies Limited built a pharmacy with our customers in mind. Headquartered in Kelowna, BC and employing over 400 staff, Paragon currently owns and operates 19 retail pharmacies and three central fill pharmacies throughout British Columbia, Alberta and Manitoba. Paragon is a leading mid-market pharmacy, providing premier pharmacy services in a friendly, community-focused environment.

For more information, visit www.helloparagon.com.

Cautionary Statement on Forward-Looking Information

This news release contains forward-looking information and statements which constitute "forward-looking information" under Canadian securities law and which may be material regarding, among other things, Paragon's beliefs, plans, objectives, strategies, estimates, intentions and expectations. These include, but are not limited to, statements with respect to the completion of the Transaction. Forward-looking information and statements are typically identified by words such as "anticipate", "believe", "expect", "estimate", "forecast", "goal", "intend", "plan", "will", "may", "should", "could" and similar expressions.

The forward-looking information and statements contained herein are based on certain factors and assumptions, certain of which appear proximate to the applicable forward-looking information and statements contained herein, including assumptions as to the time required to prepare meeting materials for the Paragon shareholder meeting, the timing of receipt of the necessary regulatory approvals and the satisfaction of and time necessary to satisfy the conditions to the closing of the Transaction. Such timing may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary regulatory approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Transaction. In addition, there are no assurances the Transaction will be completed. In the event the Transaction is not completed, there will be no cash distribution to Paragon shareholders. Accordingly, readers should not place undue reliance on the forward- looking statements and information contained in this news release. Readers are cautioned that the foregoing list is not exhaustive.

Inherent in the forward-looking information and statements are known and unknown risks, uncertainties and other factors beyond Paragon's ability to control or predict, which give rise to the possibility that Paragon's predictions, forecasts, expectations or conclusions will not prove to be accurate, that its assumptions may not be correct and that its plans, objectives and statements will not be achieved. Actual results or developments may differ materially from those contemplated by the forward-looking information and statements.

All forward-looking statements made in this news release are qualified by the full caution regarding Forward-Looking Information and Statements in such Management's Discussion and Analysis. These risks, factors, estimates and assumptions are not exhaustive. Paragon disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Paragon Pharmacies Limited
    Denis Taillieu
    Director
    (250) 868-8400

    Paragon Pharmacies Limited
    Unit 8, 2604 Enterprise Way
    Kelowna, BC V1X 7Y5
    information@paragonpharmacies.com