This Day On The Street
Continue to site
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

GT Canada Medical Properties REIT To Be Acquired By NorthWest Value Partners Inc. For $2.05 Per Unit

TORONTO, April 16, 2012 /PRNewswire/ - GT Canada Medical Properties Real Estate Investment Trust (TSX-V: MOB.UN) ("GT Canada") announced that it has entered into a definitive agreement with NorthWest Value Partners Inc. ("NorthWest") pursuant to which NorthWest will offer to acquire all of GT Canada's outstanding units for $2.05 per unit (the "Offer").  The Offer price is subject to adjustment for dilution that may result from the issuance of additional units pursuant to GT Canada's rights offering (the "Rights Offering") that expires on April 24, 2012.

As a condition of the Offer, GT Canada's existing portfolio of eleven medical office buildings, as well as a 25,313 square foot fully leased medical office building in Port Hope, Ontario which GT Canada is scheduled to acquire on May 1, 2012 (collectively, the "GT Canada Portfolio"), will be sold to NorthWest Healthcare Properties Real Estate Investment Trust ("NorthWest Healthcare Properties REIT") (TSX: NWH.UN) for $87.3 million on terms consistent with the Offer.

"This is a great opportunity for GT Canada unitholders", said Andrew Shapack, CEO of GT Canada. "The transaction provides liquidity, good value and affirms our disciplined focus on creating a portfolio consisting exclusively of medical office properties."

GT Canada's Board of Trustees, following the recommendation of its Special Committee in consultation with its financial and legal advisors, has unanimously determined that the Offer and accompanying sale of the GT Canada Portfolio is in the best interests of all unitholders and unanimously recommends that GT Canada's unitholders (i) tender their units to the Offer; and (ii) approve the accompanying sale of the GT Canada Portfolio as part of the tender process.

D etails of the Transaction Under the terms of the transaction agreement, NorthWest proposes to offer to acquire all of the issued and outstanding units of GT Canada for $2.05 per unit, subject to the adjustment detailed below, by way of a take-over bid made to all unitholders.  This represents a 61.4% premium to the closing price of $1.27 for the units on the TSX Venture Exchange ("TSXV") on Friday, April 13, 2012.

The Offer is subject to a number of conditions including acceptance of the Offer by the holders of at least 66 2/3% of the outstanding units.  In the event that the minimum tender condition is met, NorthWest has agreed to extend the expiry date of the Offer by ten 10 days to allow unitholders who have not tendered, the opportunity to do so.  Pursuant to the transaction agreement, GT Canada has the right to seek superior offers for the units for a period of fourteen (14) days (the "Go-Shop Period").   In the event that a superior offer for the units is received during the Go-Shop Period or thereafter which the GT Canada Trustees approve, and NorthWest does not exercise its right to match the superior offer, then a $1.9 million break fee is payable by GT Canada to NorthWest.  Similarly, in certain circumstances, including if NorthWest fails to make the Offer and GT Canada is not in breach of the transaction agreement, a $1.9 million break fee is payable by NorthWest to GT Canada.

The subsequent sale of the GT Canada Portfolio to NorthWest Healthcare Properties REIT will be for a purchase price of $87.3 million, which represents an approximate 7% cap rate on in-place net operating income. The purchase price will be satisfied through the assumption of existing debt, cash and/or the issuance of NorthWest Healthcare Properties REIT units.  The subsequent sale is subject to unitholder, exchange and other regulatory approvals.

Support for the Transaction The Trustees of GT Canada have unanimously resolved to recommend that unitholders tender their units to the Offer and support of the sale of the GT Canada Portfolio.  Each of the Trustees of GT Canada have agreed to support the transaction by tendering their units to the Offer and indicating their support of the sale of the GT Canada Portfolio.  A Trustee's circular recommending the Offer and related sale transaction will be mailed to unitholders in due course.

The Trustees also recommend that unitholders exercise their rights under the Rights Offering to ensure that their ability to participate in the Offer is not diluted.  Materials in relation to the Rights Offering, including instructions on how to exercise your rights, were mailed to unitholders on April 3, 2012.

The Special Committee of the Board of Trustees (the "Special Committee") engaged Raymond James Inc. ("Raymond James") as its financial advisor and Borden Ladner Gervais LLP as legal counsel. The Special Committee has received a fairness opinion from Raymond James, to the effect that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set forth therein, the consideration offered to GT Canada unitholders under the Offer is fair, from a financial point of view, to all GT Canada unitholders.

Potential Impact of the Rights Offering Assuming that all rights issued by GT Canada are exercised under the Rights Offering and the maximum of 3,880,212 new units are issued by GT Canada, the Offer price will be adjusted to $1.87 to reflect this additional dilution.  Should fewer rights be exercised and fewer units issued, the reduction applied to the Offer price will be smaller.  In addition, as part of the transaction agreement, the Trustees and Management of GT have agreed to limit their participation in the Rights Offering to a maximum of approximately $250,000, representing the total value of their basic subscription entitlements.

A complete description of the Offer and related sale transaction will be provided to GT Canada's unitholders in NorthWest's take-over bid circular.    The Offer is expected to be completed in the second quarter of 2012.  Specific details and timing of the Offer, related sale transaction and instructions on how to accept the Offer will be provided in the take-over bid circular.

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Options Profits

Our options trading pros provide over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • Actionable options commentary and news
  • Real-time trading community
SYM TRADE IT LAST %CHG

Markets

DOW 18,162.99 +121.45 0.67%
S&P 500 2,123.48 +19.28 0.92%
NASDAQ 5,106.5930 +73.8420 1.47%

Partners Compare Online Brokers

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs