TORONTO, May 5, 2015 /CNW/ – NorthWest Healthcare Properties Real Estate Investment Trust (TSX: NWH.UN) (“NWH“) and NorthWest International Healthcare Properties Real Estate Investment Trust (TSXV:MOB.UN) (“NWI“) are pleased to announce that their respective unitholders, at each of their annual and special meetings held earlier today, overwhelmingly approved the previously announced combination transaction pursuant to which NWH and NWI will combine to create a leading global diversified healthcare real estate investment trust with over $2 billion of assets (the “Transaction“).
Commenting on the unitholder votes in support of the Transaction, Chairman of NWH and Chairman and CEO of NWI Paul Dalla Lana, said:
“I would like to thank NWH and NWI unitholders for their clear support of this transaction, which combines NWH’s stable Canadian portfolio with NWI’s higher growth international assets, and provides investors with a unique opportunity to access core healthcare infrastructure located in some of the most attractive healthcare markets in the world. We look forward to this new phase of growth and to creating value for unitholders.”
The Transaction is expected to close in the second quarter of 2015 and is subject to certain court and regulatory approvals.
Matters Approved at the NWH Unitholder Meeting
NWH unitholders overwhelmingly approved the Transaction at the meeting, with (i) 96.64% of the votes cast in favour by all unitholders, and (ii) 93.60% of the votes cast in favour by unitholders other than NWI and other interested parties.
In addition, all of the NWH trustee nominees listed in the joint management information circular prepared in connection with the NWH and NWI unitholder meetings (the “Circular“) were elected as trustees. Detailed results for the election of trustees, if a ballot had been taken and based solely on the proxies received by NWH, are set out below:
|
Nominee |
Votes |
% Votes |
Votes |
% Votes |
Total Votes |
|
Dr. Martin Barkin |
22,220,007 |
97.46% |
580,097 |
2.54% |
22,800,104 |
|
Robert Baron |
22,259,126 |
97.63% |
540,978 |
2.37% |
22,800,104 |
|
Colin Loudon |
22,256,414 |
97.62% |
543,690 |
2.38% |
22,800,104 |
|
Brian Petersen |
22,261,098 |
97.64% |
539,006 |
2.36% |
22,800,104 |
|
Peter Riggin |
22,256,474 |
97.62% |
543,630 |
2.38% |
22,800,104 |
As described in the Circular, Mr. Baron’s appointment to the NWH board shall occur on the earlier of (a) the completion of the Transaction, and (b) the termination of the arrangement agreement in respect of the Transaction.
In accordance with the NWH declaration of trust, NorthWest Operating Trust also appointed Paul Dalla Lana and Bernard Crotty to serve as trustees of NWH.
KPMG LLP, Chartered Professional Accountants, was re-appointed as the auditor of NWH.
Matters Approved at the NWI Unitholder Meeting
The Transaction was also overwhelmingly approved by NWI Unitholders at the meeting, with (i) 99.19% of the votes cast in favour by all unitholders, and (ii) 94.72% of the votes cast in favour by unitholders other than NorthWest Value Partners Inc. and other interested parties, although the Transaction does not require such approval by NWI’s minority unitholders. NWI will attend a hearing before the Alberta Court of Queen’s Bench on May 13, 2015 to ask the Court to grant a final order in respect of the Transaction.
Additionally, each of the NWI trustee nominees listed in the Circular were elected as trustees. Detailed results for the election of trustees, if a ballot had been taken and based solely on the proxies received by NWI, are set out below:
|
Nominee |
Votes |
% Votes |
Votes |
% Votes |
Total |
|
Robert Baron |
136,486,039 |
98.57% |
1,976,705 |
1.43% |
138,462,744 |
|
David Naylor |
137,296,746 |
99.16% |
1,165,998 |
0.84% |
138,462,744 |
In accordance with NWI’s declaration of trust, NorthWest Value Partners Inc. also appointed Paul Dalla Lana and Bernard Crotty to serve as trustees of NWI.
NWI unitholders also overwhelmingly approved NWI’s second amended and restated deferred unit plan and the increase in units reserved for issuance under the plan, all as described in the Circular.
KPMG LLP, Chartered Professional Accountants, was re-appointed as the auditor of NWI.
About NorthWest Healthcare Properties Real Estate Investment Trust
NWH is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. NWH holds a portfolio of 74 income-producing properties, with a focus on medical office buildings and healthcare real estate, comprising approximately 4.6 million square feet of gross leasable area located in British Columbia, Alberta, Manitoba, Ontario, Québec, Nova Scotia and New Brunswick. For more information on NWH, visit www.nwhp.ca.
About NorthWest International Healthcare Properties Real Estate Investment Trust
NWI is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. Including its investment in NWH and Vital Healthcare Property Trust, NWI holds interests in a portfolio of 122 income-producing properties, representing an internationally diversified portfolio of medical office buildings and healthcare real estate, comprising approximately 7.8 million square feet of gross leasable area located in Australia / New Zealand, Brazil, Canada and Germany.
Disclaimer
Certain statements contained in this news release constitute forward-looking information within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by such terms such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this news release include, but are not limited to, statements with respect to the expected completion of the Transaction and the conditions and approvals required with respect thereto.
NWH and NWI have based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, financial performance, business strategy and financial needs, including, that the arrangement agreement that sets forth the terms and conditions of the Transaction (and is available under each of NWH and NWI’s provide on SEDAR at www.sedar.com) will be not be amended; and all conditions precedent to completing the Transaction will be met.
Although the forward-looking statements contained in this news release are based upon assumptions that management of NWH and NWI believe are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond NWH’s and NWI’s control, including, among other things, the risks identified each of NWH’s and NWI’s materials filed under their respective profiles at www.sedar.com from time to time and the risk that the conditions to the Transaction will not be satisfied. The forward-looking statements made in this news release relate only to events or information as of the date hereof. Except as required by applicable Canadian law, each of NWH and NWI undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Neither the Toronto Stock Exchange nor the TSX Venture Exchange accepts responsibility for the adequacy or accuracy of this release.
SOURCE NorthWest International Healthcare Properties REIT
