Elman family announces entry into lock-up agreements for Medisys units at $8.50 per unit



    MONTREAL, Dec. 20 /CNW/ - 6799221 Canada Limited (the "Corporation"), a
corporation controlled by the Elman family, today announced that it has
entered into irrevocable lock-up agreements with four institutional investors
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.
    The parties to the lock-up agreements beneficially own, or exercise
control or direction over, an aggregate of 1,859,610 Units, representing 35%
of the outstanding Units, or 23% of the Units calculated on a fully-diluted
basis. Under the lock-up agreements, the relevant 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 holders are not permitted to tender their Units to, or
participate in or support, an alternative transaction to the possible offer,
or grant a proxy or otherwise vote their Units in support of a transaction
that would prevent or delay the successful completion of the offer.
    The Corporation has advised a special committee of the Fund's trustees of
its entry into the lock-up agreements and its intention to complete the
financing arrangements necessary to proceed with an offer, and has requested
that the special committee take such steps as it considers appropriate to
respond to a formal offer, if and when it is made.
    Genuity Capital Markets is the financial advisor to the Corporation in
connection with these agreements and the intended offer.
    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 17,835 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 97,680 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 Ltd. 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

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MEDISYS HEALTH GROUP INCOME FUND

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