NorthWest Successful in Take-over of GT Canada Medical Properties REIT

NorthWest Value Partners Inc. announced that 17,647,614 trust units of GT Canada Medical Properties REIT have been validly deposited pursuant to the offer  made by NorthWest to acquire 100% of the Units of GT Canada.  All conditions of the Offer have been complied with or waived and NorthWest, on its own behalf and through NWVP Acquisition L.P., a wholly-owned entity of NorthWest, has taken-up and accepted for payment all Units tendered.  As a result, NorthWest now owns 17,647,614 Units, representing approximately 87% of the issued and outstanding units and approximately 65% of the fully diluted units of GT Canada. Payment will be made to GT Canada unitholders who have tendered their Units on or before June 4, 2012.  The 17,647,614 Units were taken up at a price of $1.87 per Unit.

NorthWest has also extended the expiration date of the Offer for a period of 10 days in order to permit additional unitholders of GT Canada who have not tendered their Units to accept the Offer and tender their Units.  The Offer which was scheduled to expire at 11:59 p.m. (Toronto time) on June 4, 2012 has been extended to 11:59 p.m. (Toronto time) on June 11, 2012.  NorthWest is in the process of mailing a formal notice of variation and extension to unitholders of GT Canada.

Pursuant to the terms of the Support Agreement between NorthWest and GT Canada dated April 16, 2012, the trustees of GT have resigned and Robert Baron, Bernard Crotty and Paul Dalla Lana have been appointed as trustees of GT Canada effective May 31, 2012. Similarly, Andrew Shapack, CEO of GT Canada has ceased to be an officer and has been replaced by Mr. Dalla Lana as CEO and Brian Wilson, CFO of GT Canada has ceased to be an officer and has been replaced by Kursat Kacira.

As previously announced, NorthWest will sell, in two separate transactions, GT Canada's real estate portfolio, comprising 12 medical office buildings located in  Ontario (the "GT Portfolio") to NorthWest Healthcare Properties Real Estate Investment Trust or a subsidiary ("NorthWest Healthcare Properties REIT") (TSX: NWH.UN) for an aggregate purchase price of approximately $87.3 million, to be satisfied by the assumption of mortgage debt, the issuance of NorthWest Healthcare Properties REIT units to GT Canada (at GT Canada's option and subject to TSX approval) and cash funded from internal resources. The first transaction is expected to be completed in the second quarter, subject to regulatory requirements, and will result in the GT Canada medical office building in Port Hope, Ontario being conveyed to NorthWest Healthcare Properties REIT. The second transaction, being the conveyance of the balance of the GT Portfolio, is expected to be completed later in the second quarter or during the third quarter subject to regulatory requirements and timing. The acquisition of the GT Portfolio is expected to be immediately accretive to NorthWest Healthcare Properties REIT.

To facilitate the GT Canada take-over and in anticipation of the acquisition of the GT Portfolio, NorthWest Healthcare Properties REIT will advance approximately $41.3 million to NorthWest by way of a loan bearing 7% interest and which will be satisfied by the conveyance of the GT Portfolio.

Further, NorthWest Healthcare Properties REIT will issue 1,323,858 units of NorthWest Healthcare Properties REIT to NorthWest at a per unit price of $12.3125 ($12.50 less a 1.5% discount) (price calculated as the closing price of the units on the trading date prior to approval of the transaction by the independent members of the NorthWest Healthcare Properties REIT board of trustees) for gross proceeds of $16.3 million.

Following the sale of the GT Portfolio to NorthWest Healthcare Properties REIT, NorthWest intends to reconfigure GT Canada to support its international healthcare initiatives, which include healthcare property investments in Australia/New Zealand, Brazil and Germany.


 

on June 1, 2012