Elman family announces the offer to acquire Medisys units and mailing of bid circular in connection with the offer



    MONTREAL, Feb. 13 /CNW/ - 6799221 Canada Limited (the "Corporation"), a
corporation controlled by the Elman family, today announced that it has
launched the offer (the "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") at a purchase price of Cdn$8.50
per Unit in cash (the "Offer Price"). The Corporation also announced that is
has mailed to unitholders of the Fund a take-over bid circular dated February
13, 2008, and related documents in connection with the Offer. The Corporation
had announced on December 20, 2007 its entry into lock-up agreements with
certain unitholders and its intention to complete the financing arrangements
necessary to proceed with the Offer. The Offer Price represents a premium of
23% to the volume-weighted average closing price of the Fund's units on the
Toronto Stock Exchange for the 30 trading days immediately preceding December
20, 2007. The Corporation has entered into irrevocable lock-up agreements with
four Canadian institutional investment managers, with over $91 billion in
assets under management, collectively, and two additional arm's length
sophisticated investors, under which the relevant holder agrees to tender the
Units owned by it, or over which it exercises control or direction, to the
Offer. The parties to the lock-up agreements beneficially own, or exercise
control or direction over, 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.
    The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on
March 19, 2008, unless the Offer is extended, withdrawn or varied by the
Corporation.
    The Offer is conditional upon a number of matters that are described in
the take-over bid circular, including (i) there having been validly deposited
under the Offer and not withdrawn that number of Units constituting (a) at
least 50.1% of the total number of Units outstanding (calculated on a fully
diluted basis, excluding certain securities exchangeable for Units), and (b)
together with Units beneficially owned, or over which control or direction is
exercised, by the Corporation and its joint actors, at least 66?% of the total
number of Units outstanding (calculated on a fully diluted basis, including
those exchangeable securities), and (ii) the receipt of regulatory and stock
exchange approvals on terms satisfactory to the Corporation.
    The Corporation believes that the Offer Price is a full and fair price
for the Units that it is seeking to purchase under the Offer. The Offer will
provide Unitholders with the ability to realize immediate value for the Units,
at a significant premium to recent trading prices. The Corporation believes
that the Offer provides superior value for unitholders, at a time when the
Fund's continued growth strategy is complicated by challenges facing income
funds seeking to access capital and related changes in the capital markets,
together with the increasing costs of being a public entity.
    Unitholders may obtain a copy of the take-over bid circular and letter of
acceptance and transmittal at the SEDAR web site at www.sedar.com
    Genuity Capital Markets is the financial advisor to the Corporation in
connection with these agreements and the Offer. Torys LLP is acting as legal
counsel to the Corporation.
    This news release does not constitute an offer for or solicitation of
Units in any jurisdiction. Any such soliciation would be made only by formal
offer and only in those jurisdictions where the Corporation may legally do so.

    %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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