TORONTO, June 21, 2013 /CNW/ - NorthWest International Healthcare Properties Real Estate Investment Trust (TSXV: MOB.UN) (the "REIT") announced today that it has closed the previously announced acquisition of a 26% strategic interest in NorthWest Healthcare Properties REIT ("NWHP REIT") from NorthWest Value Partners Inc. and certain of its affiliates ("NWVP"). The transaction, which includes the acquisition by the REIT of certain board appointment rights, pre-emptive rights and registration rights, is expected to be immediately accretive to the REIT and substantially increases and diversifies the REIT's asset base. The investment is consistent with the REIT's objective to acquire or invest in leading healthcare real estate and operators in each of its core markets.
The interest acquired by the REIT consists of 4,345,900 trust units of NWHP REIT and 7,551,546 class B limited partnership units of NHP Holdings Limited Partnership, which are exchangeable for trust units of NWHP REIT. The interest was acquired pursuant to the exercise of a put right held by NWVP under a Put/Call Agreement between the REIT and NWVP dated November 16, 2012 (the "Put/Call Agreement").
Pursuant to the terms of the Put/Call Agreement, the REIT acquired the NWHP REIT securities at a price of $13.22 per unit, for total gross consideration of approximately $157.3 million less approximately $73.8 million of debt (at approximately 4.25%) that was indirectly assumed by the REIT. In connection with the completion of the transactions contemplated by the Put/Call Agreement, NWVP repaid $15 million of obligations that had previously been owing to the REIT. As a result, the net consideration payable to NWVP was approximately $68.5 million, which NWVP elected to receive in the form of Class B limited partnership units ("NWI Class B Units") of NWI Healthcare Properties LP, each of which are exchangeable for trust units of the REIT. Pursuant to the terms of the Put/Call Agreement, the NWI Class B Units were valued at a price of $1.87 per unit, which resulted in the issuance of approximately 36.6 million NWI Class B Units to NWVP.
Prior to closing, NWVP and its affiliates owned approximately 27.4 million trust units of the REIT and approximately 54 million NWI Class B Units, which together represented an approximate 82.3% interest in the REIT. As a result of the closing, NWVP and its affiliates own approximately 27.4 million trust units of the REIT and approximately 91.1 million NWI Class B Units, which together represents an approximate 87.1% interest in the REIT. Paul Dalla Lana, Chairman and Chief Executive Officer of the REIT, is the sole shareholder of NWVP and the Chairman of NWHP REIT. The terms of the Put/Call Agreement were approved by the unitholders of the REIT (excluding NWVP and its affiliates) at a meeting held October 30, 2012. For additional information regarding the Put/Call Agreement and related matters, please see the REIT's management information circular dated October 5, 2012 and the Put/Call Agreement, each of which is filed on www.SEDAR.com. The Put/Call Agreement and related matters were unanimously approved by the REIT's independent trustees following a thorough review with the assistance of independent advisors.
In purchasing the NWHP REIT securities, the REIT relied on the private agreement exemption from the formal take-over bid rules set out in section 100.1(1) of the Securities Act (Ontario).
About NorthWest Healthcare Properties Real Estate Investment Trust
NWHP REIT is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. NWHP REIT holds a portfolio of 76 income-producing properties, with a focus on medical office buildings and healthcare real estate, comprising approximately 4.6 million square feet of gross leasable area located in British Columbia, Alberta, Ontario, Québec, Nova Scotia and New Brunswick.
About NorthWest International Healthcare Properties Real Estate Investment Trust
The REIT is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. Including the REIT's investments in Vital Healthcare Property Trust (NZX: VHP) and NWHP REIT (TSXV: NWH.UN), the REIT holds interests in a portfolio of 108 income-producing properties, comprising approximately 6.6 million square feet of gross leasable area located in Australia / New Zealand, Brazil, Canada and Germany, with a focus on medical office buildings, hospitals and healthcare real estate.
Forward Looking Information
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 the REIT's current views with respect to future events or conditions. 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 annual information form of the REIT dated March 11, 2013, the short-form prospectus of the REIT dated March 18, 2013 and in the REIT's other public filings. 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. The REIT does not 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.
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.
SOURCE: NorthWest International Healthcare Properties REIT
For further information:
Paul Dalla Lana
CEO, NorthWest International Healthcare Properties REIT
(416) 366-8300 ext. 1001
284 King Street East, Suite 100
Toronto ON M5A 1K4