Take-over bid offer mailed to securityholders of Northstar Healthcare

HOUSTON, May 26 /CNW/ - Canada Healthcare Acquisition Inc. announced today that it has filed its formal offer to acquire all of the outstanding common shares of Northstar Healthcare Inc. (TSX: NHC) ("Northstar") with Canadian securities regulators and has mailed the offer to the securityholders of Northstar.

Pursuant to the offer, shareholders of Northstar will receive Cdn$0.95 for each common share of Northstar. The offer will be open for acceptance until 5:00 pm (Toronto time) on July 26, 2010 and is structured to be a "permitted bid" under Northstar's shareholder rights plan. The offer is subject to certain conditions, including, without limitation, there being no event or change which has a "material adverse effect" on Northstar and there being validly deposited, and not withdrawn from the offer, more than 50% of the common shares of Northstar. The offer is not subject to any financing condition.

The Cdn$0.95 offer price represents a premium of approximately 44% to the closing price of the common shares of Northstar on the TSX on May 4, 2010, the last trading day prior to the public announcement of the intention to make this offer.

Northstar shareholders wishing to accept the offer are encouraged to tender their shares by completing the Letter of Acceptance and Transmittal accompanying the documents mailed to them and returning it together with certificates representing their Northstar common shares and all other documents to the office of Equity Transfer & Trust Company in accordance with the instructions contained in the Letter of Acceptance and Transmittal. If Northstar shares are held by a broker or other financial intermediary, Northstar shareholders should contact such intermediary and instruct it to tender their Northstar shares.

Desjardins Securities Inc. is acting as dealer manager for the take-over bid. Equity Transfer & Trust Co. is the depositary.

    
    The Depositary for the Offer is:    The Dealer Manager for the Offer is:

    Equity Transfer & Trust Company     Desjardins Securities Inc.
    200 University Avenue, Suite 400,   145 King Street West, Suite 2750
    Toronto, ON  M5H 4H1                Toronto, ON M5H 1J8

    North American Toll Free Phone:     North American Toll Free Phone:
    1-866-393-4891                      1-888-847-2164

                                        Local
                                        416-867-6000
    

This news release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. Shareholders of Northstar Healthcare Inc. and other interested parties are urged to read the take-over bid circular and other relevant documents filed with Canadian securities authorities at www.sedar.com.

Cautionary Information regarding forward-looking statements:

Statements about the intentions of Canada Healthcare Acquisition Inc. and the expected effects, timing and completion of the proposed transactions and all other statements in this release other than historical facts constitute forward-looking statements. The statements are not a guarantee as to future performance and involve risks and uncertainties that are difficult to predict. The statements are based upon Canada Healthcare Acquisition Inc.'s current expectations and beliefs and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements including, among other things, whether the conditions to the offer will be satisfied, general economic factors, business and capital market conditions, general industry trends, changes in tax or other requirements and government regulation. There can be no assurance that any transaction will be consummated. Canada Healthcare Acquisition Inc. and its shareholders disclaim any obligation to update or revise information in this news release based on new information or otherwise, unless required by law.

SOURCE CANADA HEALTHCARE ACQUISITION INC.

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