HOUSTON, TX, Feb. 9 /CNW/ - Donald L. Kramer, M.D., the former CEO of
Northstar Healthcare Inc. (TSX:NHC) and a limited partner in one of its
ambulatory surgical centers in Houston, Texas, announced today that he is
leading a group of physicians that intends, through an acquisition company, to
make an offer to acquire all the issued and outstanding common shares of
Northstar for Cdn$0.95 per common share in cash. The offer will be made
pursuant to a formal take-over bid.
The proposal was communicated to the Board of Directors last week and
represents a premium of approximately 44% to the closing price of the common
shares of Northstar on the TSX on Friday, February 6, 2009 and 22% to the
volume weighted average price for the 20 trading days ended Monday, February
9, 2009. Dr. Kramer said "I think this will be a very attractive offer given
the downturn in the healthcare industry and the significant problems Northstar
is currently facing at its Palladium surgical facility in Houston, Texas."
Dr. Kramer said "I understand that under Canadian rules this is an
insider bid that requires the Board of Directors of Northstar to obtain an
independent valuation. That process will be under the Board's control and
hence I cannot say definitively when we will be in a position to issue a
take-over bid circular and formally commence the offer. I expect it will be a
number of weeks and I hope the Board will do the right thing and complete the
valuation as expeditiously as possible so that the shareholders of Northstar
will get the benefit of the offer as quickly as possible."
Dr. Kramer is the sole limited partner of Healthcare Ventures, Ltd.,
which holds all of the Class B Units in Northstar Healthcare Acquisitions,
L.L.C. and all of the Class B Units in Northstar Healthcare Subco, L.L.C. He
also owns approximately 18.0% of the Palladium for Surgery-Houston L.P. in
which Northstar has an indirect 70% interest.
Until February 6, 2009, Dr. Kramer was a member of the Board of Directors
of Northstar and was its Vice Chairman, Medical Affairs. He resigned as CEO of
Northstar in September 2008. He resigned as a director on February 6, 2009.
The take-over bid will be subject to terms and conditions that will be
described in the take-over bid circular. They will include a minimum tender
condition and that the Board of Directors waives the shareholder rights plan.
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.
For further information:
For further information: