Neighbourly Announces Agreement to Acquire Seven Pharmacies in Western Canada

June 6, 2023

TORONTO, June 6, 2023 /CNW/ - Neighbourly Pharmacy Inc. (TSX: NBLY) ("Neighbourly" or the "Company"), Canada's largest and fastest growing network of independent pharmacies, is pleased to announce that the Company has entered into a binding agreement to acquire seven pharmacies from a single seller, five of them located in Saskatchewan and two in British Columbia (the "Acquisition").

"This is yet another milestone in the ongoing execution of our M&A strategy and strengthening Neighbourly's leadership position as Canada's community pharmacy." stated Skip Bourdo, the Company's Chief Executive Officer. "These new locations are ideally suited to Neighbourly, acting as a key healthcare provider for patients in the communities they serve."

Neighbourly estimates that the seven acquired locations will generate total annualized Adjusted EBITDA of approximately $4.4 million based upon their most recently completed fiscal years and the implementation of synergies upon integration.

The total purchase price for the Acquisition and its valuation are consistent with the Company's historical acquisition multiples. The Acquisition will be funded from cash on hand and drawings on the Company's credit facility and is expected to close by the end of June 2023, pending customary regulatory approvals and the satisfaction of customary closing conditions.

Upon completion of the Acquisition, Neighbourly's network will comprise a total of 294 locations across Canada.

About Neighbourly Pharmacy Inc.

Neighbourly is Canada's largest and fastest growing network of community pharmacies. United by their patient first focus and their role as essential and trusted healthcare hubs within their communities, Neighbourly's pharmacies strive to provide accessible healthcare with a personal touch. Since 2015, Neighbourly has expanded its diversified national footprint to include 294 locations, reinforcing the Company's reputation as the industry's acquirer of choice.

Non-IFRS Measures

This news release makes reference to "Adjusted EBITDA" which is a non-IFRS measure that is used by the Company as an indicator of financial performance. Refer to the Company's Management's Discussion and Analysis dated February 13, 2023 for the sixteen-week period ended December 31, 2022, which is available under the Company's profile on SEDAR at, for an explanation of the composition of such non-IFRS measure, an explanation of how such non-IFRS measure provides useful information to investors and the additional purposes for which management uses such non-IFRS financial measure. "Adjusted EBITDA" is not recognized under International Financial Reporting Standards ("IFRS") and does not have a standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. Rather, such measure is provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management's perspective. Accordingly, such measure should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. Such non-IFRS measure is used to provide readers with a supplemental measure of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that market participants frequently use non-IFRS measures in the evaluation of issuers. Our management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information may relate to our future financial results and may include information regarding our financial position, business strategy, growth strategies, financial results, taxes, dividend policy, plans and objectives. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "expects", "estimates", "outlook", "forecasts", "projection", "prospects", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. Forward-looking information in this news release includes, among other things, statements relating to the expected completion of the Acquisition and timing thereof, the expected sources of funding for the Acquisition, the expected impact of the Acquisition on the Company's financial results and expected accretion, and statements relating to the acceleration of our growth and the pursuit of accretive Acquisition at a similar pace to historical levels.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that the Company considered appropriate and reasonable as of the date such statements are made in light of its experience and perception of historical trends, current conditions and expected future developments. Such estimates and assumptions include assumptions in respect of our ability to maintain and expand geographic scope; our ability to execute on our expansion plans; our ability to obtain and maintain financing on acceptable terms; the changes in trends in our industry or the global economy; the changes in laws, rules, regulations, and global standards; the satisfaction of all conditions of closing and the successful completion of the Acquisition within the anticipated timeframe, including receipt of regulatory approvals; the successful and timely integration of the Acquisition in the timeframe anticipated; the realization of the anticipated benefits and synergies of the Acquisition in the timeframe anticipated; and the absence of significant undisclosed costs or liabilities associated with the Acquisition. Further, forward-looking information is subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks and uncertainties related to the Acquisition, including the failure to receive or delay in receiving regulatory approvals or otherwise satisfy the conditions to the completion such Acquisition, in a timely manner, or at all; risks related to increased indebtedness following completion of the Acquisition; risks related to reliance on information provided by the relevant sellers; as well as other factors discussed or referred to in the Company's Management's Discussion and Analysis for twelve weeks ended December 31, 2022 (the "MD&A") and under the heading "Risk Factors" in the Company's annual information form (the "AIF") filed on June 23, 2022, which are available on SEDAR at under the Company's profile. If any of these risks or uncertainties materialize, or if the opinions, estimates, or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the Company's expectations as of the date of this news release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events, or otherwise, except as required under applicable securities laws in Canada. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.

SOURCE Neighbourly Pharmacy Inc.