Elman family announces entry into additional lock-up agreement for Medisys units



    - Lock-ups and commitments to date represent 41% of outstanding units -
    - Together with Elman family holdings, 62% of total units on a fully
    diluted basis -

    MONTREAL, Feb. 13 /CNW/ - 6799221 Canada Limited (the "Corporation"), a
corporation controlled by the Elman family, today announced that it has
entered into an additional lock-up agreement with respect to a possible offer
by the Corporation to acquire all of the issued and outstanding ordinary trust
units (the "Units") of Medisys Health Group Income Fund (TSX: MHG.UN) (the
"Fund"). The address of the Corporation and Dr. Elman is 500 Sherbrooke Street
West, Suite 500, Montréal, Québec, H3A 3C6.

    
    Highlights:
    -  Additional irrevocable lock-up agreement signed - now 41% of
       outstanding units are subject to lock-ups; and
    -  Including the Elman family holdings, 62% of all units (on a fully
       diluted basis) have either locked-up or committed to sell into the
       potential offer.
    

    The party to the lock-up agreement beneficially owns, or exercises
control or direction over, 177,690 Units, representing approximately 3.3% of
the outstanding Units, or approximately 2.2% of the Units calculated on a
fully-diluted basis. Under the lock-up agreement, the holder irrevocably
agrees to tender the Units owned by it, or over which it exercises control or
direction, to an offer by the Corporation that includes specified terms and
conditions. In particular, the offer price must be $8.50 per Unit, to be paid
in cash, and the offer must be mailed by the close of business on February 15,
2008. The holder may terminate the agreement only if (i) the offer has not
been made by that date, (ii) the Units tendered have not been taken up by the
close of business on April 15, 2008, (iii) the Corporation notifies the holder
that it does not intend to proceed with an offer, or (iv) the Fund's trustees
recommend a superior offer to the Corporation's offer that is capable of
completion, and that offer has not been matched by the Corporation within five
business days of the recommendation. For this purpose, a superior offer must
be an all-cash bid for all Units outstanding on a fully-diluted basis, at a
price per Unit at least 10% greater than the offer price, with a 66.67%
minimum tender condition, and cannot contain any due diligence condition.
Otherwise, the holder is not permitted to tender its Units to, or participate
in or support, an alternative transaction to the possible offer, or grant a
proxy or otherwise vote its Units in support of a transaction that would
prevent or delay the successful completion of the offer.
    On December 20, 2007, the Corporation announced its entry into four
lock-up agreements having similar terms to the new agreement, in respect of an
aggregate of 1,859,610 Units, representing approximately 35% of the
outstanding Units, or approximately 23% of the Units calculated on a
fully-diluted basis. On February 8, 2008, the Corporation announced its entry
into an additional lock-up agreement having similar terms to the new
agreement, in respect of an aggregate of 186,877 Units, representing
approximately 3.5% of the outstanding Units, or approximately 2.3% of the
Units calculated on a fully-diluted basis. Accordingly, the Corporation is now
party to lock-up agreements in respect of an aggregate of 2,224,177 Units,
representing approximately 41% of the outstanding Units, or approximately 27%
of the Units calculated on a fully-diluted basis.
    As at the date of this press release, Dr. Elman beneficially owns, or
exercises control or direction over 6,100 outstanding Units. Dr. Elman
beneficially owns, or exercises control or direction over, 1,091,992
securities of Medisys Holding LP that are exchangeable for Units, representing
13.4% of the Units outstanding on a fully-diluted basis. Prior to such
exchange, Dr. Elman beneficially owns and exercises control and direction over
special voting units of the Fund ("Special Voting Units"), each carrying one
vote for each Unit that may be acquired upon the exchange of the exchangeable
securities of Medisys Holding LP. Dr. Elman is also the grantee, pursuant to
Medisys' Restricted Unit Plan (the "RUP"), of restricted units entitling him
to acquire an aggregate of 18,020 Units, subject to the terms and conditions
of the RUP. Dr. Elman's indirect interest in the Fund is held through two
holding companies, 4107225 Canada Inc. and 4093496 Canada Inc.
    Stuart Elman, a related party to Dr. Elman and a director and officer of
the Corporation, may be considered a joint actor with Dr. Elman and the
Corporation. As at the date of this press release, Mr. Elman beneficially
owns, or exercises control or direction over 15,420 outstanding Units. Mr.
Elman beneficially owns, or exercises control or direction over, securities of
Medisys Holding LP that are exchangeable for 1,091,992 Units, representing
13.4% of the Units outstanding on a fully-diluted basis. Prior to such
exchange, Mr. Elman beneficially owns and exercises control and direction over
Special Voting Units, each carrying one vote for each Unit that may be
acquired upon the exchange of the exchangeable securities of Medisys Holding
LP. Mr. Elman is also the grantee, pursuant to the RUP, of restricted units
entitling him to acquire an aggregate of 98,695 Units, subject to the terms
and conditions of the RUP. Mr. Elman's indirect interest in the Fund is held
through two holding companies, Menagerie Holdings Limited and 4093496 Canada
Inc.
    Bryant Tse, Executive Vice President of Medisys Health Group Inc., may be
considered a joint actor with Dr. Elman and the Corporation, and as at the
date of this press release holds 31,764 Units. Mr. Tse beneficially owns, or
exercises control or direction over, 117,902 securities of Medisys Holding LP
that are exchangeable for Units, representing 1.4% of the Units outstanding,
calculated on a fully-diluted basis. Prior to such exchange, Mr. Tse
beneficially owns and exercises control and direction over Special Voting
Units, each carrying one vote for each Unit that may be acquired upon the
exchange of the exchangeable securities of Medisys Holding LP. Mr. Tse is also
the grantee, pursuant to the RUP, of Restricted Units entitling him to acquire
an aggregate of 94,003 Units, subject to the terms and conditions of the RUP.
    Additional information concerning the attributes of the Units, the
Special Voting Units and the exchangeable securities of Medisys Holding LP is
included in the Fund's annual information form for the year ended December 31,
2006, available at www.sedar.com.
    The Units directly or indirectly owned or over which control or direction
is exercised by Dr. Elman and his joint actors are held for investment
purposes, and with a view to exercising voting control over the Medisys Health
Group business. If an offer is commenced, that offer will be subject to
certain conditions to be outlined in the definitive offer documentation. There
can be no assurance that an offer will be made or completed and any such offer
by the Corporation will be made only by a formal offer and take-over bid
circular. This news release does not constitute an offer for or solicitation
of Units in any jurisdiction. Any such solicitation would be made only by
formal offer and only in those jurisdictions where the Corporation may legally
do so.
    The issuance of this news release is not an admission that anyone named
herein owns or controls any securities described herein or is a joint actor
with another named entity (except as expressly disclosed).

    %SEDAR: 00022283EF




For further information:

For further information: Stuart M. Elman, Phone: (514) 499-2778, Email:
stuart.elman@medisys.ca

Organization Profile

MEDISYS HEALTH GROUP INCOME FUND

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