HOUSTON, and TORONTO, April 15 /CNW/ - Northstar Healthcare Inc.
("Northstar") (TSX: NHC) reports that its Board of Directors has adopted a new
Shareholder Rights Plan Agreement (the "New Rights Plan").
The New Rights Plan is being implemented following the February 10, 2009
announcement by Donald Kramer, M.D., a former director and founder of
Northstar, that he is considering making an offer to acquire all the issued
and outstanding common shares of Northstar for Cdn$0.95 per common share in
cash. The New Rights Plan replaces the shareholder rights plan agreement
entered into by Northstar in October 2008, which expired on April 15, 2009.
The New Rights Plan has been adopted to ensure the fair treatment of all
Northstar shareholders if a take-over bid were made in the future for the
outstanding common shares of Northstar. In the event that a takeover bid
should occur, the New Rights Plan provides a mechanism to ensure that
shareholders have adequate time to properly evaluate and assess a take-over
bid without facing undue pressure or coercion. The New Rights Plan also
provides the Board with additional time to consider any take-over bid and, if
applicable, to explore alternative transactions in order to maximize
The Toronto Stock Exchange has informed Northstar that it has deferred
its approval of the New Rights Plan until it has been ratified by Northstar's
shareholders. This deferral is typical in situations where an issuer (a) has
allowed a shareholder rights plan to expire without seeking shareholder
approval within six months from the date of implementation, and (b) is aware
of a proposed take-over bid. Northstar intends to put the New Rights Plan
before shareholders for ratification at its next shareholder meeting.
The rights issued under the New Rights Plan will become exercisable only
if a person, together with its affiliates, associates and joint actors
acquires or announces the intention to acquire beneficial ownership of
Northstar common shares which, when aggregated with its current holdings,
total 20% or more of Northstar's outstanding common shares, other than a
"Permitted Bid" (as defined in the New Rights Plan).
In the event a take-over bid does not meet the Permitted Bid requirements
of the New Rights Plan, the rights issued under the plan will entitle
shareholders, other than any shareholder or shareholders involved in the
take-over bid, to purchase additional common shares of Northstar at a
significant discount to the market price of the common shares at that time.
A full copy of the New Rights Plan will be available on SEDAR at
About Northstar Healthcare Inc.
Northstar owns and/or manages ambulatory surgery centres in the United
States, focusing initially on Houston and other metropolitan areas in Texas.
Northstar currently holds interests in two ambulatory surgery centres in
Houston - a 70% partnership interest in The Palladium for Surgery - Houston
and a 60% partnership interest in Medical Ambulatory Surgical Suites. In
addition, Northstar manages an ambulatory surgery centre in Dallas and three
pain management clinics in Houston.
Northstar was founded and sponsored by Donald Kramer, M.D. and Stewart A.
Feldman. Mr. Feldman also served as the co-principal and Chairman and Chief
Executive Officer of Healthcare Ventures, Ltd., which sponsored Northstar,
with Dr. Kramer serving as its President.
For further information:
For further information: Philip Koven, Tel: (416) 447-4740 Ext. 235,