Northstar Healthcare Announces Expiry of Unsolicited Takeover Bid; Offer Not

TORONTO and HOUSTON, July 27 /CNW/ - Northstar Healthcare Inc. ("Northstar" or the "Company")(TSX:NHC) today announced that the unsolicited offer (the "Offer") by Canada Healthcare Acquisition Inc. (the "Offeror"), a corporation indirectly controlled by Dr. Donald L. Kramer, a former CEO and former director of Northstar, expired at 5:00 p.m. (Toronto time) on July 26, 2010.

The Offeror subsequently issued a news release stating that the Offer had expired without all conditions to the Offer having been satisfied or waived and, as a result, the Offeror had terminated the Offer and would not be taking up any shares under, or extending, the Offer.

The Company is carefully reviewing the Offeror's stated reasons for failing to take up shares tendered to the Offer.

Northstar also provided corrections and clarifications related to a number of statements made by the Offeror in its news release. In particular, the Company stated that: (i) as the Offer was not successful and change of control of Northstar did not occur, expenses in excess of $1 million are not required to be made and as a result the Company will have a positive cash position at the end of July; (ii) Northstar's consolidated unaudited financial statements for the three months ended March 31, 2010 (the "Q1 Financials") fairly presented, in all material respects, the financial condition of the Company, including its consolidated cash position, as at March 31, 2010; (iii) as at March 31, 2010 there was no restricted cash at the Palladium or Kirby surgical centres; and (iv) the Q1 Financials clearly noted the uncertainties with regard to the Company's ability to continue as a going concern.

As the Offer has expired without being completed, Northstar intends to implement a corporate strategy involving a sale of all or substantially all of the Company's assets (with the exception of its claims against Dr. Kramer and his related entities), as indicated in the Notice of Change To Directors' Circular dated July 19, 2010. In connection with any such sale, Northstar will reduce its operating expenses to the greatest extent possible to assist in funding its active pursuit of its claims against Dr. Kramer and his related entities.

    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. The Company 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.

    Forward-looking statements

This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to business of the Company and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may" and other similar expressions. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Forward-looking information in this news release includes, without limitation, statements made in respect of the ongoing claims against Dr. Kramer and his related entities, potential options and alternatives to the Offer that may be available to maximize shareholder value, management of the Company's operating expenses, and other statements regarding management's beliefs, intentions, results, performance, goals, achievements, future events, plans and objects.

All forward-looking statements in this news release are qualified by these cautionary statements. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, should not be unduly relied upon and will not necessarily be accurate indications of whether or not such results will be achieved. Factors that could cause actual results to differ materially from the results discussed in the forward-looking statements, include, but are not limited to Northstar obtaining a favourable ruling in claims against Dr. Kramer and his related entities and the timing of any collection of an award of damages and the possible sale of one or more of the assets of Northstar. Forward-looking information is based on various material factors or assumptions, which are based on information currently available to Northstar. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include, but are not limited to: procedural matters associated with the ongoing arbitration claims against Dr. Kramer or an appeal by Dr. Kramer of an ultimate decision on procedural grounds, and the assumption that the amount of any award collected in respect of its claims would exceed the Company's accrued but unpaid liabilities. Readers are cautioned that the preceding list of material factors or assumptions is not exhaustive. Although the forward-looking statements contained in this news release are based upon what management believes are reasonable assumptions, Northstar cannot assure readers that actual results will be consistent with these forward-looking statements.

The forward-looking statements contained in this news release are made as of the date of this news release and should not be relied upon as representing Northstar's views as of any date subsequent to the date of this news release. Northstar assumes no obligation to update or revise these forward-looking statements to reflect new information, events, circumstances or otherwise, except as required by applicable law.

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SOURCE Northstar Healthcare Inc.

For further information: For further information: Philip Koven, Tel: (416) 447-4740 Ext. 235, E-mail:

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