The Jean Coutu Group Announces a Cash Distribution of Up to $502 Million
The Jean Coutu Group Announces a Cash Distribution of Up to $502 Million
- Repurchase of Up to 22 Million Class A Shares
- Special Dividend of $0.50 Per Share
- Distribution Funded from Cash on Hand
LONGUEUIL, QUEBEC -- (Marketwired) -- 10/08/13 -- The Jean Coutu Group (PJC) Inc. ("Jean Coutu Group" or the "Corporation") (TSX:PJC.A) announces its intention to distribute up to $502 million to its shareholders by way of an offer to purchase for cancellation up to 22,000,000 Class "A" Subordinate Voting Shares without par value of the Corporation (the "Shares") at a price of $18.50 per Share (the "Offer") and a special one-time cash dividend of $0.50 per Share and Class "B" share (multiple voting) without par value of Jean Coutu Group (the "Special Dividend").
"Following the sale of our equity stake in Rite Aid Corporation and given our significant cash flow from operations, we believe that the Offer and the Special Dividend will provide an efficient means to distribute a significant amount of cash on hand to shareholders." said Francois J. Coutu, President and Chief Executive Officer of Jean Coutu Group.
Jean Coutu Group believes that the purchase of Shares under the Offer represents an attractive investment and an efficient means of distributing an aggregate of up to $407 million in cash to shareholders who elect to deposit Shares under the Offer, while at the same time proportionally increasing the equity interest of shareholders who do not deposit their Shares to the Offer. After giving effect to the Offer and the Special Dividend, Jean Coutu Group expects to have sufficient financial resources and working capital to conduct its ongoing business and operations. The Offer is not expected to preclude Jean Coutu Group from pursuing its business opportunities.
"We continually invest in our network to provide an enjoyable shopping experience for customers and invest in growth opportunities to supplement our network and support our franchisees. Jean Coutu Group does not have any outstanding debt and we believe that this distribution of capital demonstrates our commitment to our shareholders without constraining our growth plan for the Corporation." also said Mr. Coutu.
The Corporation anticipates that the formal offer to purchase, issuer bid circular and other related documents (collectively, the "Offer Documents") will be mailed to shareholders on or about October 10, 2013 and that the Offer will expire at 5:00 pm (Montreal Time) on Thursday, November 14, 2013, unless withdrawn or extended by the Corporation. The Offer is not conditional on any minimum number of Shares being properly deposited under the Offer, but will be subject to other conditions customary for a transaction of this nature.
The Board of Directors of Jean Coutu Group (the "Board") has declared the Special Dividend to be paid on December 2, 2013 to all shareholders of the Corporation on record on November 25, 2013 (after the expiration date of the Offer). Therefore, the aggregate amount of the Special Dividend will depend on the number of Shares deposited to the Offer. If the Offer is fully subscribed, the Special Dividend would be in an aggregate amount equal to approximately $95 million, assuming no other shares are issued before the record date for the Special Dividend. The Company intends to designate 100% of the Special Dividend as "eligible dividends" for purposes of the Income Tax Act (Canada).
The Fondation Marcelle et Jean Coutu (the "Fondation") has advised the Corporation that it intends to deposit 21,000,000 Shares for repurchase under the Offer. The "Fondation" is a trust controlled by Mr. Jean Coutu and his family which pursues purely philanthropic goals. The "Fondation" intends to deposit these shares to provide it with funds to pursue its philanthropic objectives. If the number of Shares deposited for purchase exceeds 22,000,000, the Corporation will purchase Shares on a pro rata basis according to the number of Shares deposited (or deemed to be deposited) to the Offer by the depositing shareholders. Accordingly, the number of Shares to be purchased by the Corporation from the "Fondation" will depend on the number of Shares deposited to the Offer by other shareholders.
Further information, including the terms and conditions of the Offer and the instructions for depositing Shares, along with the factors considered by the Corporation and the Board in making its decision to authorize making the Offer, will be contained in the Offer Documents that will be mailed to shareholders and will be available on SEDAR at www.sedar.com when the Offer is formally commenced, which is expected to be on or about October 10, 2013.
The Board has authorized the making of the Offer. Neither the Corporation nor its Board makes any recommendation to shareholders as to whether to deposit or refrain from depositing any or all of their Shares. Shareholders are urged to evaluate carefully all information in the Offer, consult their own financial, investment, tax and legal advisors and to make their own decisions as to whether to deposit Shares under the Offer and, if so, how many Shares to deposit.
Jean Coutu Group has retained National Bank Financial Inc. to act as dealer manager for the Offer and to provide a liquidity opinion in connection with the Offer. Any questions or requests for information may be directed to Computershare Investor Services Inc., as the depositary for the Offer, at 1-800-564-6253 (Toll Free - North America) or 1-514-982-7555 (Overseas) or to National Bank Financial Inc. at 1 (800) 361-8838 (Toll Free).
Press Release for Informational Purposes Only.
This press release is for informational purposes only, and does not constitute an offer to buy or the solicitation of an offer to sell any Shares. The solicitation and the offer to buy Shares will be made only pursuant to the formal offer to purchase and issuer bid circular and other related documents that the Corporation will file with the Canadian provincial securities authorities and will distribute to its shareholders; copies of which will be available without charge from the Corporation or at www.sedar.com. These documents will contain important information about the substantial issuer bid and shareholders are urged to read them carefully when they become available.
About The Jean Coutu Group. The Jean Coutu Group is one of the most trusted names in Canadian pharmacy retailing. The Corporation operates a network of 411 franchised stores located in the provinces of Quebec, New Brunswick and Ontario under the banners of PJC Jean Coutu, PJC Clinique, PJC Sante and PJC Sante Beaute, that employs more than 19,000 people. Furthermore, the Jean Coutu Group owns Pro Doc Ltd, a Quebec-based subsidiary and manufacturer of generic drugs.
This press release contains forward-looking statements that involve risks and uncertainties, and which are based on the Corporation's current expectations, estimates, projections and assumptions made by the Jean Coutu Group in light of its experience and its perception of historical trends. All statements that address expectations or projections about the future, including statements about the Offer, the
Corporation's strategy for growth, costs, operating or financial results, are forward-looking statements. All statements other than statements of historical facts, including statements regarding our intention to undertake the Offer and the terms thereof, including the number of Shares we may purchase in the Offer, the expiration date of the Offer; our belief tha t the purchase of Shares under the Offer represents an attractive investment and an efficient means of distributing an aggregate of up to $407 million in cash to Shareholders who elect to deposit Shares under the Offer, while at the same time proportionally increasing the equity interest of Shareholders who do not deposit their Shares to the Offer; the Corporation continuing to have sufficient financial resources and working capital to conduct its ongoing business and operations after giving effect to the purchase of Shares under the Offer and the Offer not being not expected to preclude Jean Coutu Group from pursuing its foreseeable business opportunities or to constrain the Corporation's growth plan; and future amounts available for dividends or distributions; may constitute forward-looking statements within the meaning of the Canadian securities legislation and regulations. Some of the forward-looking statements may be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "project", "could", "anticipate", "plan", "foresee", "believe" or "continue", the negatives of these terms, the variations of them or the use of other similar terms. Although the Corporation believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct.
These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. While the list below of cautionary statements is not exhaustive, some important factors that could affect our future operating results, financial position and cash flows and could cause our actual results to differ materially from those expressed in these forward-looking statements, namely the success of the Corporation's business model, changes in laws and regulations, or in their interpretations, changes to tax regulations and accounting pronouncements, the accuracy of management's assumptions, including those relating to the Offer (including, without limitation, our being able to complete the Offer on the timelines anticipated; the completion of the Offer having the effect currently anticipated, our expectation that we will fund any purchases of Shares pursuant to the Offer from available cash on hand; our continuing to have sufficient financial resources and working capital and the Offer not precluding us from pursuing our foreseeable business opportunities for the future growth of our business; the market for the Shares not being materially less liquid after completion of the Offer than the market that exists at the time we are making the Offer; satisfaction or waiver of the conditions to the Offer, the extent to which shareholders determine to deposit their Shares to the Offer, and the anticipated benefits of the Offer), and other factors that are beyond our control.
These and other factors could cause our actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. Investors and others are cautioned that undue reliance should not be placed on any forward-looking statements. For more information on the risks, uncertainties and assumptions that would cause the Corporation's actual results to differ from current expectations, please also refer to the Corporation's public filings available at www.sedar.com and www.jeancoutu.com. In particular, further details and descriptions of these and other factors are disclosed in the Corporation's Annual Information Form under "Risk Factors" as well as in the "Critical Accounting Estimates", the "Risks and uncertainties" and the "Strategies and outlook" sections of the MD&A for the fiscal year ended March 2, 2013. We expressly disclaim any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or any other reason, unless required by the applicable securities laws. Contacts: Source: The Jean Coutu Group (PJC) Inc. Andre Belzile Senior Vice-President, Finance and Corporate Affairs (450) 646-9611, Ext. 1790
Information: Helene Bisson Vice-President, Communications (450) 646-9611, Ext. 1165