Regal files Circular and Proxy Materials in Connection with Special Meeting of Shareholders
Jul 20, 2015, 07:12 ET
TORONTO, July 20, 2015 /CNW/ - Regal Lifestyle Communities Inc. ("Regal") (TSX:RLC) announced today that is has filed its notice of special meeting of shareholders and management information circular (the "Circular") and related proxy materials with the relevant Canadian securities regulators in preparation for its special meeting (the "Meeting") of shareholders to be held on August 18, 2015 at 10:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, 199 Bay Street, Commerce Court West, Suite 5300, Toronto, Ontario. The Circular and related proxy materials are available at www.sedar.com under Regal's profile.
The board of directors of Regal unanimously recommends, for the reasons set out in the Circular, that Regal shareholders vote FOR the special resolution to approve the statutory plan of arrangement (the "Arrangement") involving Regal, Revera Inc., Health Care REIT, Inc. and HCN-Revera Joint Venture ULC to be implemented pursuant to the arrangement agreement entered into on June 17, 2015. The directors and executive officers of Regal, who in the aggregate beneficially own approximately 11.6% of the outstanding common shares of Regal, have agreed pursuant to voting and support agreements to vote their common shares in favour of the Arrangement unless the Arrangement Agreement is terminated. In addition, Revera currently owns approximately 8% of the outstanding shares of Regal.
Regal also confirms that the Circular, which provides information on, among other things, the Arrangement and voting procedures, has been mailed to shareholders of record as of July 8, 2015.
Completion of the transaction is subject to customary closing conditions, including shareholder approval, the approval of certain Canadian regulatory authorities and court approval of the Arrangement, which will be sought at a hearing scheduled for August 21, 2015. An interim order of the court authorizing, among other things, the Meeting, was obtained by Regal on July 13, 2015.
Regal has retained Shorecrest Group Ltd. to act as proxy solicitation agent and to respond to inquiries from shareholders. Shorecrest Group Ltd. may be contacted by telephone at 1-888-637-5789 (toll free in North America) or 1-647-931-7454 (collect outside North America) or by email at [email protected].
Regal Lifestyle Communities Inc. is a corporation incorporated under the laws of the Province of Ontario which owns a portfolio of retirement communities offering a continuum of care from independent serviced living to a full range of assisted living programs. Regal's portfolio is comprised of 23 private pay retirement communities, consisting of over 3,600 suites, primarily located in the Province of Ontario and including communities located in each of the Provinces of British Columbia, Saskatchewan, Quebec and Newfoundland and Labrador.
This press release contains forward-looking information within the meaning of applicable securities laws that reflects the current expectations, estimates and projections of management about the future results, performance, achievements, prospects or opportunities for the companies following the Arrangement and expectations regarding whether the Arrangement will be consummated, including whether conditions to the consummation of the Arrangement will be satisfied or the timing for completing the Arrangement. The words "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "estimate", "aim", "endeavour", "project", "continue", "predict", "potential", or the negative of these terms or other similar expressions have been used to identify these forward-looking statements.
Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond management's control, and that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. Management has attempted to identify important factors that could cause actual results, performance or achievements to vary from current expectations or estimates, expressed or implied, by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
The following factors could cause actual results to differ materially from those discussed in the forward-looking information: failure to satisfy the conditions to completion of the Arrangement, including approval by Regal's shareholders, court approval and certain regulatory approvals in Canada; the occurrence of any event, change or other circumstance that could give rise to the termination of the arrangement agreement; retention of employees, tenants, suppliers and other personnel being adversely affected by uncertainty surrounding the Arrangement; and the inability to successfully integrate the operations of the companies following completion of the Arrangement. Additional risks and uncertainties regarding Regal are described in its most recent Annual Information Form which is available on SEDAR at www.sedar.com.
This forward-looking information represents our views as of the date of this press release and such information should not be relied upon as representing management's views as of any date subsequent to the date of this document. While we anticipate that subsequent events and developments may cause our views to change, we do not intend to update this forward-looking information, except as required by applicable securities laws.
SOURCE Regal Lifestyle Communities Inc.
For further information: Regal Lifestyle Communities Inc.: Mr. Simon Nyilassy, President and Chief Executive Officer, (416) 777-9677
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