TORONTO and HOUSTON, Aug. 25 /CNW/ - Northstar Healthcare Inc.
("Northstar" or the "Company") (TSX:NHC) announced today that the
Company has scheduled a special meeting of shareholders (the "Special
Meeting") to be held in Toronto, Ontario, on Wednesday, September 29,
2010 at 10:00 a.m. (Toronto time).
At the Special Meeting, shareholders will be asked to consider and vote
upon a resolution approving the private placement to Canada Healthcare
Acquisition Inc. (the "Subscriber") announced by press release on July
30, 2010 (the "Private Placement"), and the termination of Northstar's
shareholder rights plan (the "Rights Plan") to facilitate the Private
The resolution approving the Private Placement and terminating the
Rights Plan must be approved by a majority of shareholders present at
the meeting, in person or by proxy. The record date for determining the
holders of common shares of the Company that will be entitled to receive
notice of, and to vote at, the Special Meeting, and any adjournment or
postponement thereof, is August 30, 2010.
Northstar also announced today that the Subscriber and Northstar have
agreed to amend the Private Placement agreement to delete the closing
condition that the Toronto Stock Exchange (the "TSX") shall have
determined that no shareholder approval was required in respect of the
Private Placement, as that condition was no longer capable of being
satisfied following the TSX's decision to deny Northstar's application,
on the basis of its serious financial difficulty, for an exemption from
the shareholder approval requirement. This deleted condition has been
replaced with a condition that shareholder approval of the Private
Placement shall have been obtained to the satisfaction of the TSX.
Closing of the Private Placement remains subject to certain other
conditions, including the receipt of approval from the TSX.
The closing date of the Private Placement was originally scheduled for
September 7, 2010. In connection with the amendments to the Private
Placement agreement, Northstar and the Subscriber agreed to extend the
closing date to September 30, 2010, with such extension to be subject to
the satisfaction or mutual waiver by the Company and the Subscriber, on
or before 1:00 p.m. (Toronto time) on September 7, 2010, of the
condition that the Subscriber have received lock-up agreements from
shareholders collectively representing at least 19% of the issued and
outstanding common shares of the Company agreeing to vote in favour of
the Private Placement. The Subscriber has agreed to use commercially
reasonable efforts to obtain such lock-up agreements. If such condition
is not satisfied or mutually waived by such time, the Private Placement
Agreement will terminate in accordance with its terms and the Special
Meeting will be cancelled.
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
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
and the negative forms thereof. 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 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: the outcome of the Company's
application to the TSX to approve the Private Placement, and the outcome
of the TSX's continued-listing review. 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: the approval of the Private Placement by the TSX, and
the determination by the TSX that Northstar continues to meet the TSX's
continued listing requirements. 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.
SOURCE Northstar Healthcare Inc.
For further information: For further information:
Tel: (416) 447-4740 Ext. 235