TORONTO, Oct. 23, 2012 /CNW/ - GT Canada Medical Properties Real Estate Investment Trust (TSX-V:MOB.UN) (the "REIT") and Northwest Value Partners Inc. ("NorthWest") announced today that they have executed a definitive agreement (the "Definitive Agreement") providing for the previously announced acquisition (the "Proposed Acquisition") by the REIT of a portfolio of international healthcare real estate in Australia/New Zealand, Brazil and Germany, as well as the NorthWest international healthcare real estate platform, from NorthWest and its affiliates. The Definitive Agreement also provides for the parties to enter into a put/call agreement (the "Put/Call Agreement") with respect to trust units and/or securities exchangeable into trust units of NorthWest Healthcare Properties Real Estate Investment Trust owned by NorthWest.
The terms of the Proposed Acquisition were first disclosed in a press release of the REIT dated September 27, 2012, and are further described in the management information circular of the REIT dated October 5, 2012 that has been mailed to unitholders of the REIT in connection with the annual and special meeting of the REIT to be held on October 30, 2012 to approve the Proposed Acquisition (the "Special Meeting").
The Proposed Acquisition and Put/Call Agreement (together with other related matters) are being presented to the REIT's unitholders for approval at the Special Meeting. As Paul Dalla Lana currently indirectly owns an approximate 82% interest in the REIT, and owns and controls NorthWest, the Proposed Acquisition and Put/Call Agreement constitute "related party transactions" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and therefore must be approved by the affirmative vote of a majority of minority unitholders of the REIT.
A copy of the Definitive Agreement (which includes the form of Put/Call Agreement as a schedule) will be made available at www.SEDAR.com. Unitholders of the REIT are encouraged to review such agreements before submitting proxies for the Special Meeting.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained in this news release may contain projections and "forward-looking statements" within the meaning of that phrase under Canadian securities laws. When used in this new release, the words "may", "would", "should", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions may be used to identify forward-looking statements. Those statements reflect NorthWest's and the REIT's current views with respect to future events or conditions, including matters relating to the Proposed Acquisition and the Put/Call Agreement. By their nature, forward-looking statements reflect management's current views, beliefs and assumptions and are subject to certain risks and uncertainties, known and unknown, including, without limitation, risks disclosed in the information circular of the REIT mailed in connection with the Special Meeting. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by these forward-looking statements. Neither NorthWest nor the REIT intend to nor assume any obligation to update these forward-looking statements whether as a result of new information, plans, events or otherwise, unless required by law. Completion of the Proposed Acquisition is subject to a number of conditions, including but not limited to, the entering into of a definitive acquisition agreement, TSXV acceptance and majority of the minority unitholder approval.
SOURCE: GT Canada Medical Properties Real Estate Investment Trust
For further information:
Paul Dalla Lana
President, NorthWest Value Partners Inc. and CEO, GT Canada Medical Properties REIT
(416) 366-8300 ext. 1001