Elman family announces entry into additional lock-up agreements and commitments for Medisys Units



    - Lock-ups and commitments to date represent 40% of outstanding units -

    - Together with Elman family holdings, 61% of total units on a fully
    diluted basis -

    MONTREAL, Feb. 8 /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 and has received commitments from
certain members of management 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 38% of
        outstanding units are subject to lock-ups;
    -   Certain members of management of the Fund have advised the
        Corporation that they intend to tender their units to the possible
        offer - represents an additional 2% of outstanding units (7% on a
        fully diluted basis); and
    -   Including the Elman family holdings, 61% 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, 186,877 Units, representing approximately 3.5% of
the outstanding Units, or approximately 2.3% 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. Accordingly, the Corporation is now party to lock-up
agreements in respect of an aggregate of 2,046,487 Units, representing
approximately 38% of the outstanding Units, or approximately 25% of the Units
calculated on a fully-diluted basis.
    Certain members of management of the Fund holding 116,163 Units
(representing approximately 2% of the outstanding Units) and, together with
rights to acquire additional Units, approximately 568,008 Units in the
aggregate (representing approximately 7% on a fully-diluted basis), have also
advised the Corporation that they intend to tender their units to the possible
offer by the Corporation.
    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.
    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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