DR Medical Facilities Corporation

TORONTO, Oct. 27, 2022 /CNW/ - Medical Facilities Corporation (TSX: DR) ("Medical Facilities" or the "Company") announced today that it will take up and purchase for cancellation 3,053,097 of its common shares (the "Common Shares") at a purchase price of $11.30 per Common Share under the Company's substantial issuer bid (the "Offer"), for aggregate consideration of approximately $34.5 million.

Common Shares purchased under the Offer represent approximately 10.38% of the issued and outstanding Common Shares on a non-diluted basis as at September 12, 2022, when the terms of the Offer were announced. After giving effect to the Offer, 26,361,662 Common Shares will be issued and outstanding.

A total of approximately 4,766,110 Common Shares were properly tendered to the Offer and not withdrawn. As the Offer was oversubscribed, shareholders who made auction tenders at prices from $10.00 to $11.30 per Common Share and purchase price tenders will have approximately 99% of their successfully tendered Common Shares purchased by the Company, other than "odd lot" tenders, which are not subject to proration.

Payment for the purchased Common Shares will be effected by Computershare Investor Services Inc. (the "Depositary") in accordance with the Offer and applicable law. Any Common Shares tendered at a purchase price per Common Share above $11.30 per Common Share will be returned to shareholders promptly by the Depositary.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated September 16, 2022, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com.

The Company's normal course issuer bid (the "NCIB") to purchase up to a maximum of 3,101,774 Common Shares through the facilities of the TSX or alternative Canadian trading systems was suspended during the period of the Offer. Purchases of Common Shares under the NCIB will now resume and continue until expiry of the NCIB on November 30, 2022.

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Common Shares.

Medical Facilities, in partnership with physicians, owns a diverse portfolio of highly rated, high-quality surgical facilities in the United States. MFC's ownership includes controlling interest in four specialty surgical hospitals located in Arkansas, Oklahoma, and South Dakota, and an ambulatory surgery center ("ASC") located in California. In addition, through a partnership with NueHealth LLC, Medical Facilities owns a controlling interest in five ambulatory surgery centers located in Michigan, Missouri, Nebraska, Ohio, and Pennsylvania. MFC also owns non-controlling interests in a specialty surgical hospital in Indiana and an ASC in Missouri. The specialty surgical hospitals perform scheduled surgical, imaging, diagnostic and other procedures, including primary and urgent care, and derive their revenue from the fees charged for the use of their facilities. The ASCs specialize in outpatient surgical procedures, with patient stays of less than 24 hours. For more information, please visit www.medicalfacilitiescorp.ca.

Statements made in this news release, other than those concerning historical financial information, may be forward-looking and therefore subject to various risks and uncertainties.  Some forward-looking statements may be identified by words like "may", "will", "anticipate", "estimate", "expect", "intend", or "continue" or the negative thereof or similar variations. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Factors that could cause results to vary include those identified in Medical Facilities' filings with Canadian securities regulatory authorities such as legislative or regulatory developments, intensifying competition, technological change and general economic conditions. All forward-looking statements presented herein should be considered in conjunction with such filings. Medical Facilities does not undertake to update any forward-looking statements; such statements speak only as of the date made.

SOURCE Medical Facilities Corporation