Canada Healthcare Acquisition Inc. - Offer for Northstar Healthcare Inc.

HOUSTON, May 14 /CNW/ - The following is the text of a letter sent today by Canada Healthcare Acquisition Inc. to Northstar Healthcare Inc.:


    May 14, 2010

    Northstar Healthcare Inc.
    355 Burrard Street, Suite 1900
    Vancouver, British Columbia
    V6C 2G8

    Northstar Healthcare Inc.
    4120 Southwestern Freeway
    Houston, Texas

    Attention: Steve Linehan, Chief Executive Officer

    Re: Request for Securityholders List for Northstar Healthcare Inc.

Dear Sirs:

This letter is a follow up to the letter to you dated May 10, 2010 in which we requested a list of the holders of convertible securities of NHC (and supplemental lists).

As you are aware, Donald Kramer intends to cause Canada Healthcare to make an offer (the "Offer") to acquire all of the common shares of NHC at Cdn $0.95 per share. Canada Healthcare is not able to commence the Offer until it receives the requested securityholder list. In addition to the fiduciary obligations of the directors of NHC to their shareholders in connection with the Offer, NHC is obligated to deliver the requested list under section 3.4 of Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids. Accordingly, we request that NHC immediately deliver the requested lists to Donald Kramer at (in accordance with his applications) or alternatively, to Kathleen Keilty at

The Offer will be structured as a "permitted bid" under NHC's Shareholder Rights Plan Agreement dated April 15, 2009. In addition, the Offer will be subject to the following conditions, among others:

    (a)    that NHC does not enter into any agreements with respect to an
           alternative transaction;

    (b)    that there has not been any "material adverse change" in NHC;

    (c)    that the current directors of NHC resign with effect upon the
           take-up under the Offer of more than 50% of the common shares of
           NHC; and

    (d)    that NHC does not amend any material contract in a manner that
           might reduce the economic value of the Offer, including any
           release of the physician limited partners of the Kirby or
           Palladium ASC from their non-competition covenants.

    The offer will not be subject to any financing condition.

    Yours truly,

    Canada Healthcare Acquisition Inc.
    By: Donald L. Kramer, M.D.

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 to be filed with Canadian securities authorities when they become available.

Cautionary Information regarding forward-looking statements:

Statements about the intentions of Donald L. Kramer, M.D. 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 Donald L. Kramer'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. Donald L. Kramer, M.D. disclaims any obligation to update or revise information in this news release based on new information or otherwise, unless required by law.


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