TORONTO, July 22, 2015 /CNW/ – Regal Lifestyle Communities Inc. (“Regal”) (TSX:RLC) announced today that it has filed a notice of meeting and management information circular (the “Circular”) and related proxy materials in preparation for a meeting (the “Debentureholder Meeting”) of the holders (the “Debentureholders”) of Regal’s 6.0% convertible unsecured subordinated debentures due December 31, 2018 (“Debentures”) to be held on August 20, 2015 at 10:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, 199 Bay Street, Commerce Court West, Suite 5300, Toronto, Ontario. At the Debentureholder Meeting, the Debentureholders will be asked to to consider and, if deemed advisable, to pass, with or without variation, an extraordinary resolution (the “Extraordinary Resolution”) to approve certain amendments to the trust indenture governing the terms of the Debentures (the “Indenture”).
The Debentureholder Meeting is being called at the request of HCN-Revera Joint Venture ULC (the “Purchaser”) in connection with the previously-announced proposed plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario) involving Regal, the Purchaser, Revera Inc. and Health Care REIT, Inc., whereby the Purchaser has agreed to acquire all of the issued and outstanding common shares of Regal for $12.00 per share. Completion of the Arrangement is subject to customary closing conditions, including shareholder approval, the approval of certain Canadian regulatory authorities and court approval of the Arrangement, but is not conditional on approval of the Extraordinary Resolution.
The Extraordinary Resolution, if passed by the affirmative vote of at least 662/3% of the votes cast by Debentureholders, present in person or represented by proxy, at the Debentureholder Meeting, will result in amendments to the Indenture by way of a supplemental indenture that will require Regal to redeem the Debentures, for cash, at a redemption price of 129.5% of the aggregate principal amount thereof, plus accrued and unpaid interest up to but excluding the date of redemption, at any time on, or within 30 days following, the effective time of the Arrangement and conditional upon closing of the Arrangement.
The board of directors of Regal is not making any recommendation to Debentureholders in connection with the Extraordinary Resolution. The Purchaser has informed Regal that a Debentureholder that holds, as of July 8, 2015, approximately 18% of the outstanding Debentures has entered into a voting support agreement with the Purchaser pursuant to which it has agreed to vote its Debentures in favour of the Extraordinary Resolution.
Regal confirms that the Circular is being or has been mailed to Debentureholders of record as of July 16, 2015.
The Purchaser has entered into an agreement with a solicitation dealer manager pursuant to which the solicitation dealer manager has agreed to solicit proxies to be used at the Debentureholder Meeting. The Purchaser has agreed to pay a fee of $5 per $1,000 prinicpal amount of Debentures that are voted FOR the Extraordinary Resolution, to the soliciting dealer who solicits the proxy or voting instruction voted FOR the Extraordinary Resolution.
The Purchaser has retained BMO Capital Markets to act as solicitation dealer manager in connection with the Debentureholder Meeting, which may be contacted by telephone at 1-855-328-1129 (toll free in North America). Shorecrest Group Ltd. is acting as information and solicitation agent in connection with the Debentureholder Meeting and may be contacted by telephone at 1-888-637-5789 (toll free in North America) or 1-647-931-7454 (collect outside North America) or by email at contact@shorecrestgroup.com.
About Regal
Regal Lifestyle Communities Inc. is a corporation incorporated under the laws of the Province of Ontario which owns a portfolio of retirement communities offering a continuum of care from independent serviced living to a full range of assisted living programs. Regal’s portfolio is comprised of 23 private pay retirement communities, consisting of over 3,600 suites, primarily located in the Province of Ontario and including communities located in each of the Provinces of British Columbia, Saskatchewan, Quebec and Newfoundland and Labrador.
Forward-Looking Statements
This press release contains forward-looking information within the meaning of applicable securities laws that reflects the current expectations, estimates and projections of management about the future results, performance, achievements, prospects or opportunities for the companies following the Arrangement and expectations regarding whether the Arrangement will be consummated, including whether conditions to the consummation of the Arrangement will be satisfied or the timing for completing the Arrangement. The words “may”, “would”, “could”, “should”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “aim”, “endeavour”, “project”, “continue”, “predict”, “potential”, or the negative of these terms or other similar expressions have been used to identify these forward-looking statements.
Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond management’s control, and that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. Management has attempted to identify important factors that could cause actual results, performance or achievements to vary from current expectations or estimates, expressed or implied, by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
The following factors could cause actual results to differ materially from those discussed in the forward-looking information: failure to satisfy the conditions to completion of the Arrangement, including approval by Regal’s shareholders, court approval and certain regulatory approvals in Canada, failure of the Extraordinary Resolution to be approved; the occurrence of any event, change or other circumstance that could give rise to the termination of the arrangement agreement; retention of employees, tenants, suppliers and other personnel being adversely affected by uncertainty surrounding the Arrangement; and the inability to successfully integrate the operations of the companies following completion of the Arrangement. Additional risks and uncertainties regarding Regal are described in its most recent Annual Information Form which is available on SEDAR at www.sedar.com.
This forward-looking information represents our views as of the date of this press release and such information should not be relied upon as representing management’s views as of any date subsequent to the date of this document. While we anticipate that subsequent events and developments may cause our views to change, we do not intend to update this forward-looking information, except as required by applicable securities laws.
SOURCE Regal Lifestyle Communities Inc.
