HALIFAX,
NS, Sept. 3, 2024 /CNW/ - (TSXV: NXLV) –
NexLiving Communities Inc. ("NexLiving" or the "Company") is
pleased to announce the closing of the previously announced
acquisition (the "Transaction") by NexLiving of a portfolio of
multi-family assets in eastern Ontario and Québec, consisting of 16
properties and 991 units, having an appraised value of $224 million as of October 2023 (the "Acquisition Portfolio"), from
8985979 Canada Inc. ("898") and Devcore Group Inc. ("Devcore" and
collectively with 898, the "Sellers") in exchange for share
consideration and the assumption of existing mortgages, pursuant to
the purchase agreement dated January 21, 2024
(the "Purchase Agreement"). The Transaction was approved by the
shareholders of the Company on April 3, 2024.
Stavro Stathonikos, President
& CEO commented: "We are pleased to officially close this
transformational transaction, marking a significant milestone for
NexLiving. This acquisition nearly doubles our portfolio and
positions us to further enhance free cash flow and strengthen our
balance sheet. With Devcore as our long-term partner, we are
confident in the strength of our combined team to lead in
Canada's high-growth secondary
markets."
Jeffrey York, Co-owner of the
Sellers and former co-CEO at Farm Boy Inc. has been appointed as
Chairman of NexLiving's board of directors (the "Board") and
Rick Turner will serve as Vice
Chairman of the Board. As a result of the Transaction, 898
(controlled by Jeffrey York and
Jean-Pierre Poulin) is now a Control
Person of NexLiving (as defined in the policies of the TSX-V).
Description of the Transaction
As consideration for the Acquisition Portfolio, NexLiving issued
16,333,682 common shares (the "Consideration Shares") to the
Sellers valued at approximately $31.4
million based on the closing price of the shares of the
Company on January 19, 2024 and has directly or
indirectly assumed approximately $164.5
million of mortgage principal, in addition to certain cash
adjustments under the Purchase Agreement.
Jeff York and Jean-Pierre Poulin, the principals of
Devcore and their related entities, have entered into a standstill
and investor rights agreement with NexLiving, pursuant to which
they are entitled, among other things, to nominate up to three
members of the Board on closing, ongoing nomination and committee
membership rights, and consent rights in connection with certain
material transactions and changes to Board committees depending on
their ownership interest in NexLiving. Pursuant to the standstill
and investor rights agreement, Jeff
York and Jean-Pierre Poulin have agreed to a
three-year standstill, subject to certain exceptions, pursuant to
which they will, directly or indirectly, be restricted from
acquiring NexLiving shares, among other things. They have also
entered into a two-year lock-up, subject to certain exceptions,
pursuant to which they are, directly and indirectly, restricted
from transferring, selling or otherwise disposing of their
NexLiving shares.
NexLiving will continue to be managed by the current NexLiving
management team and the Board will consist of Jeff
York (Chairman), Rick Turner (Vice
Chairman), Stavro Stathonikos (CEO), Michael
Anaka, Bill Hennessey, Jean-Pierre
Poulin and Francis Pomerleau. We extend our sincere
thanks to Dr. Brian Ramjattan,
David Pappin, Drew Koivu, and Andrea
Morwick, who have stepped down from the Board. Their
dedication and service to NexLiving since its inception have been
invaluable, and we are grateful for their contributions. Each
member of the new Board and NexLiving's senior management have
entered into to a lock-up on substantially similar terms
as Jeff York and Jean-Pierre Poulin under their
standstill and investor rights agreement.
Further information about the Transaction is set forth in the
Company's press release dated January 22, 2024,
February 21, 2024, April 3,
2024, April 23, 2024 and
June 27, 2024, and the definitive transaction
documentation, copies of which are available under the Company's
profile on SEDAR+. The foregoing summary is qualified in its
entirety by reference to such definitive documentation.
About NexLiving
NexLiving continues to execute on its plan to acquire recently
built or refurbished, highly leased multi-residential properties in
bedroom communities across Canada.
NexLiving aims to deliver exceptional living experiences to our
residents and provide comfortable, affordable housing solutions
that cater to a wide range of demographics. The properties offer a
range of modern and updated suites, with a variety of amenities and
features that allow residents to experience a hassle-free and
maintenance-free lifestyle. NexLiving is committed to investing in
its properties to ensure that they are modern and up to date. For
its recently acquired properties in Ontario, the Company has undertaken a targeted
value-add capital program to modernize and reposition the large
existing suites. The Company currently owns 2,030 units in
New Brunswick, Ontario and Quebec. NexLiving has also developed a robust
pipeline of qualified properties for potential acquisition. By
screening the properties identified to match the criteria set out
by the Company (proximity to healthcare, amenities, services and
recreation), management has assembled a significant pipeline of
potential acquisitions for consideration by the Board.
For more information about NexLiving, please refer to our
website at www.nexliving.ca and our public disclosure at
www.sedarplus.ca.
Forward-Looking Statements
This news release contains forward-looking information within
the meaning of applicable Canadian securities laws
("forward-looking statements"). All statements other than
statements of historical fact are forward-looking statements.
Often, but not always, forward-looking statements can be identified
by the use of words such as "plans", "expects", "is expected",
"budget", "scheduled", "projects", "estimates", "forecasts",
"intends", "continues", "anticipates", "does not anticipate" or
"believes", or variations (including negative variations) of such
words and phrases. Forward-looking statements may also state that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements contained in this news release include,
but are not limited to, statements regarding the closing of the
Transaction and the composition of management of NexLiving. Such
forward-looking statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations.
These forward-looking statements reflect the current expectations
of the Company's management regarding future events and operating
performance, but involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. Actual events could differ
materially from those projected herein and depend on a number of
factors. These risks and uncertainties are more fully described in
NexLiving's regulatory filings, which can be obtained on SEDAR+ at
www.sedarplus.ca under NexLiving's profile, as well as under
the "Risk Factors" section of the Company's MD&A released on
August 15, 2024. Although
forward-looking statements contained in this news release are based
upon what management believes are reasonable assumptions, there can
be no assurance that the Company's actual results will be
consistent with these forward-looking statements. Accordingly,
readers should not place undue reliance on the forward-looking
statements contained in this news release. The forward-looking
statements in this new release speak only as of the date of this
news release. Except as required by applicable securities laws, the
Company does not undertake, and specifically disclaims, any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future developments or
otherwise, except as required by applicable law.
SOURCE NexLiving Communities Inc.