ANDLAUER HEALTHCARE GROUP OBTAINS SHAREHOLDER APPROVAL FOR SALE TO UPS

TORONTO, June 24, 2025 /CNW/ - Andlauer Healthcare Group Inc. (TSX:AND) ("AHG" or the "Company") today announced that at its special meeting of shareholders held earlier today (the "Meeting"), holders (the "Shareholders") of the Company's subordinate voting shares and multiple voting shares (collectively, the "Shares") voted overwhelmingly in favour of the special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement pursuant to which an affiliate of UPS (NYSE:UPS) will acquire all of the issued and outstanding Shares for C$55.00 per Share in cash (the "Arrangement"), as more fully described in the Company's management information circular dated May 20, 2025.

The Arrangement Resolution required approval of at least two-thirds (66 ⅔%) of the votes cast by holders of the Company's subordinate voting shares and multiple voting shares, voting together as a single class, present in person (virtually) or represented by proxy at the Meeting. The following is a summary of the votes cast at the Meeting (including votes by proxy and virtually at the Meeting) by Shareholders on the Arrangement Resolution:

The Company's full report of voting results on the matter presented at the Meeting can be found at www.sedarplus.ca.

The final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement will be sought on June 26, 2025. Completion of the Arrangement remains subject to receipt of the final order, obtaining applicable regulatory clearances or approvals, and other customary closing conditions.

About AHG

AHG is a leading and growing supply chain management company offering a robust platform of customized third-party logistics ("3PL") and specialized transportation solutions for the healthcare sector. The Company's 3PL services include customized logistics, distribution and packaging solutions for healthcare manufacturers across Canada. AHG's specialized transportation services in Canada, including air freight forwarding, ground transportation, dedicated delivery and last mile services, provide a one-stop shop for clients' healthcare transportation needs. Through its complementary service offerings, available across a coast-to-coast distribution network, AHG strives to accommodate the full range of its clients' specialized supply chain needs on an integrated and efficient basis. The Company also provides specialized ground transportation services, primarily to the healthcare sector, across the 48 contiguous U.S. states. For more information on AHG, please visit: www.andlauerhealthcare.com. 

Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projects", "projection", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or, "will", "occur" or "be achieved", and similar words or the negative of these terms and similar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information.

Specifically, statements regarding the anticipated timing and receipt of the final order of the Ontario Superior Court of Justice (Commercial List); and other statements that are not statements of historical facts are all considered to be 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. This forward-looking information is based on our opinions, estimates and assumptions that, while considered by the Company to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the risk that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated; that the Arrangement may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required court and regulatory approvals and other conditions to the closing of the Arrangement or for other reasons; the possibility of litigation relating to the Arrangement; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates or tax rates; and those other risks discussed in greater detail under the "Risk Factors" section of our Annual Information Form which is available under our profile on SEDAR+ at www.sedarplus.ca. 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 forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in forward-looking statements included herein. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, any forward-looking statements included herein are made as of the date of this news release and, except as expressly required by applicable law, AHG assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

SOURCE Andlauer Healthcare Group Inc.

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