TORONTO, May 5, 2015 /CNW/ - NorthWest Healthcare
Properties Real Estate Investment Trust (TSX: NWH.UN)
("NWH") and NorthWest International Healthcare Properties
Real Estate Investment Trust (TSXV:MOB.UN) ("NWI") are
pleased to announce that their respective unitholders, at each of
their annual and special meetings held earlier today,
overwhelmingly approved the previously announced combination
transaction pursuant to which NWH and NWI will combine to create a
leading global diversified healthcare real estate investment trust
with over $2 billion of assets (the
"Transaction").
Commenting on the unitholder votes in support of the
Transaction, Chairman of NWH and Chairman and CEO of NWI Paul Dalla
Lana, said:
"I would like to thank NWH and NWI unitholders
for their clear support of this transaction, which combines NWH's
stable Canadian portfolio with NWI's higher growth international
assets, and provides investors with a unique opportunity to access
core healthcare infrastructure located in some of the most
attractive healthcare markets in the world. We look forward to this
new phase of growth and to creating value for unitholders."
The Transaction is expected to close in the second quarter of
2015 and is subject to certain court and regulatory approvals.
Matters Approved at the NWH Unitholder Meeting
NWH unitholders overwhelmingly approved the Transaction at the
meeting, with (i) 96.64% of the votes cast in favour by all
unitholders, and (ii) 93.60% of the votes cast in favour by
unitholders other than NWI and other interested parties.
In addition, all of the NWH trustee nominees listed in the joint
management information circular prepared in connection with the NWH
and NWI unitholder meetings (the "Circular") were elected as
trustees. Detailed results for the election of trustees, if a
ballot had been taken and based solely on the proxies received by
NWH, are set out below:
Nominee
|
Votes
For
|
% Votes
For
|
Votes
Withheld
|
% Votes
Withheld
|
Total
Votes
|
|
|
|
|
|
|
Dr. Martin
Barkin
|
22,220,007
|
97.46%
|
580,097
|
2.54%
|
22,800,104
|
Robert
Baron
|
22,259,126
|
97.63%
|
540,978
|
2.37%
|
22,800,104
|
Colin
Loudon
|
22,256,414
|
97.62%
|
543,690
|
2.38%
|
22,800,104
|
Brian
Petersen
|
22,261,098
|
97.64%
|
539,006
|
2.36%
|
22,800,104
|
Peter
Riggin
|
22,256,474
|
97.62%
|
543,630
|
2.38%
|
22,800,104
|
As described in the Circular, Mr. Baron's appointment to the NWH
board shall occur on the earlier of (a) the completion of the
Transaction, and (b) the termination of the arrangement agreement
in respect of the Transaction.
In accordance with the NWH declaration of trust, NorthWest
Operating Trust also appointed Paul Dalla
Lana and Bernard Crotty to
serve as trustees of NWH.
KPMG LLP, Chartered Professional Accountants, was re-appointed
as the auditor of NWH.
Matters Approved at the NWI Unitholder Meeting
The Transaction was also overwhelmingly approved by NWI
Unitholders at the meeting, with (i) 99.19% of the votes cast in
favour by all unitholders, and (ii) 94.72% of the votes cast in
favour by unitholders other than NorthWest Value Partners Inc. and
other interested parties, although the Transaction does not require
such approval by NWI's minority unitholders. NWI will attend a
hearing before the Alberta Court
of Queen's Bench on May 13, 2015 to
ask the Court to grant a final order in respect of the
Transaction.
Additionally, each of the NWI trustee nominees listed in the
Circular were elected as trustees. Detailed results for the
election of trustees, if a ballot had been taken and based solely
on the proxies received by NWI, are set out below:
Nominee
|
Votes
For
|
% Votes
For
|
Votes
Withheld
|
% Votes
Withheld
|
Total
Votes
|
|
|
|
|
|
|
Robert
Baron
|
136,486,039
|
98.57%
|
1,976,705
|
1.43%
|
138,462,744
|
|
|
|
|
|
|
David
Naylor
|
137,296,746
|
99.16%
|
1,165,998
|
0.84%
|
138,462,744
|
In accordance with NWI's declaration of trust, NorthWest Value
Partners Inc. also appointed Paul Dalla
Lana and Bernard Crotty to
serve as trustees of NWI.
NWI unitholders also overwhelmingly approved NWI's second
amended and restated deferred unit plan and the increase in units
reserved for issuance under the plan, all as described in the
Circular.
KPMG LLP, Chartered Professional Accountants, was re-appointed
as the auditor of NWI.
About NorthWest Healthcare Properties Real Estate Investment
Trust
NWH is an unincorporated, open-ended real estate investment
trust established under the laws of the Province of Ontario. NWH holds a portfolio of 74
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, Manitoba, Ontario, Québec, Nova Scotia and New Brunswick. For more
information on NWH, visit www.nwhp.ca.
About NorthWest International Healthcare Properties Real
Estate Investment Trust
NWI is an unincorporated, open-ended real estate investment
trust established under the laws of the Province of Ontario. Including its investment in NWH and
Vital Healthcare Property Trust, NWI holds interests in a portfolio
of 122 income-producing properties, representing an internationally
diversified portfolio of medical office buildings and healthcare
real estate, comprising approximately 7.8 million square feet of
gross leasable area located in Australia / New
Zealand, Brazil,
Canada and Germany.
Disclaimer
Certain statements contained in this news release constitute
forward-looking information within the meaning of applicable
securities laws. In some cases, forward-looking information can be
identified by such terms such as "may", "might", "will", "could",
"should", "would", "occur", "expect", "plan", "anticipate",
"believe", "intend", "estimate", "predict", "potential",
"continue", "likely", "schedule", or the negative thereof or other
similar expressions concerning matters that are not historical
facts. Some of the specific forward-looking statements in this news
release include, but are not limited to, statements with respect to
the expected completion of the Transaction and the conditions and
approvals required with respect thereto.
NWH and NWI have based these forward-looking statements on
factors and assumptions about future events and financial trends
that it believes may affect its financial condition, financial
performance, business strategy and financial needs, including, that
the arrangement agreement that sets forth the terms and conditions
of the Transaction (and is available under each of NWH and NWI's
provide on SEDAR at www.sedar.com) will be not be amended; and all
conditions precedent to completing the Transaction will be met.
Although the forward-looking statements contained in this news
release are based upon assumptions that management of NWH and NWI
believe are reasonable based on information currently available to
management, there can be no assurance that actual results will be
consistent with these forward-looking statements. Forward-looking
statements necessarily involve known and unknown risks and
uncertainties, many of which are beyond NWH's and NWI's control,
including, among other things, the risks identified each of NWH's
and NWI's materials filed under their respective profiles at
www.sedar.com from time to time and the risk that the conditions to
the Transaction will not be satisfied. The forward-looking
statements made in this news release relate only to events or
information as of the date hereof. Except as required by applicable
Canadian law, each of NWH and NWI undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, after
the date on which the statements are made or to reflect the
occurrence of unanticipated events.
Neither the Toronto Stock Exchange nor the TSX Venture Exchange
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE NorthWest International Healthcare Properties REIT