HOUSTON, TX and TORONTO, ON, Oct. 15 /CNW/ - Northstar Healthcare Inc.
(TSX: NHC) today announced that its Board of Directors has implemented a
Shareholder Rights Plan Agreement.
In the event of a future takeover bid for the company's outstanding
common shares, the Rights Plan provides a mechanism to ensure that
shareholders have adequate time to properly evaluate and assess the bid
without facing undue pressure or coercion. The 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 shareholder value.
"Northstar's board has approved this plan in order to ensure the fair
treatment of all shareholders should a takeover bid occur," said Robert Kanee,
Chairman of the Board.
The TSX has accepted notice of the Rights Plan, subject to, among other
conditions, confirmation of the Rights Plan by Northstar's shareholders prior
to April 15, 2009.
The rights issued under the 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 15% or more of
Northstar's outstanding common shares, other than a "Permitted Bid" (as
defined in the Rights Plan).
In the event a take-over bid does not meet the Permitted Bid requirements
of the 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.
The board of directors is not currently aware of any pending or proposed
takeover bid for Northstar.
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, which it
has an option to acquire, and three pain management clinics in Houston.
Northstar was founded and sponsored by Donald Kramer, M.D., its Chief
Executive Officer, 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,