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NorthWest Healthcare Properties Real Estate Investment Trust Announces $2.6Bn Proposal to Acquire Australian Unity Healthcare Property Trust
May 31, 2021 at 7:35 AM EDT

TORONTO, May 31, 2021 /CNW/ - NorthWest Healthcare Properties Real Estate Investment Trust (the "REIT") (TSX: NWH.UN) today announced that it has acquired an approximate 5.1% direct interest in Australian Unity Healthcare Property Trust ("AUHPT") under its previously announced put and call option arrangements (the "Options") with Hume Partners Pty Ltd.

Concurrently, the REIT and a capital partner (collectively the "Bidding Consortium") have made an all-cash offer to acquire 100% of the outstanding units of AUHPT that the REIT does not already own at a price of A$2.55 per Wholesale Unit, A$2.61 per Retail Unit and A$1.62 per Class A unit (collectively, the "AUHPT Units") under a trust scheme (the "Proposed Transaction"). The Proposed Transaction, which remains subject to AUHPT unitholder approval as described below, implies a total equity value for AUHPT of $2.0 billion (A$2.1 billion) and an enterprise value of $2.6 billion (A$2.7 billion) including existing debt of $587 million (A$618 million). The Proposed Transaction represents an approximate 30% premium and 16% premium to AUHPT's unaffected unit price as of February 17, 2021 and current unit price, respectively.

Including the REIT's directly held units, the Bidding Consortium currently owns 5.1% of the aggregate value of issued and outstanding AUHPT Units and has Options over an additional 11.1% for a total beneficial ownership of 16.2%, which makes it AUHPT's largest beneficial unitholder and reduces the prospect of a superior proposal emerging.

The Proposed Transaction, which has been deemed to be fair and reasonable by an independent expert commissioned by the REIT, is subject only to limited conditions on the part of AUHPT, including AUHPT unitholder approval as described below, with the Bidding Consortium having already received Australian Foreign Investment Review Board ("FIRB") approval.

The Bidding Consortium is fully funded with respect to the Proposed Transaction, having received debt and equity commitments for 100% of its funding requirement. The REIT expects to fund its portion, which is consistent with its existing Australian JV arrangements, of the total equity value of AUHPT with a combination of existing liquidity and committed new debt facilities received in connection with the Proposed Transaction.

The Bidding Consortium has called a meeting of AUHPT unitholders to be held on Thursday July 1, 2021 at 10:00am AEST in Melbourne, Australia (the "Scheme Meeting"). At the Scheme Meeting, AUHPT unitholders will have the opportunity to vote on the Proposed Transaction. If 75% of the value of the AUHPT units are voted in favour of the Proposed Transaction by AUHPT unitholders that are entitled to vote, the Proposed Transaction will be approved. If approved, completion of the Proposed Transaction is expected to occur in July 2021.

Further information on the Proposed Transaction is available at www.northwestproposal.com.au.

Goldman Sachs is acting as the Bidding Consortium's financial advisor with Ashurst providing legal counsel while RBC Capital Markets and Scotiabank are acting as financial advisors to the REIT.

AUHPT Portfolio Overview:

AUHPT owns a portfolio of 62 hospitals, medical office buildings, and other healthcare facilities with leading operating metrics. The portfolio is 98% occupied by a high-quality, diversified tenant roster, with a weighted average lease expiry ("WALE") of 16 years, forecast annual rent growth of approximately 2.5%, and an identified development pipeline of approximately A$500 million.

About NorthWest Healthcare Properties Real Estate Investment Trust

NorthWest Healthcare Properties Real Estate Investment Trust (TSX: NWH.UN) (NorthWest) is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. As at March 31 2021, the REIT provides investors with access to a high quality portfolio of international healthcare real estate infrastructure comprised of interests in 186 income-producing properties and 15.5 million square feet of gross leasable area located throughout major markets in Canada, Brazil, Europe, Australia and New Zealand. The REIT's portfolio of medical office buildings, clinics, and hospitals is characterized by long term, inflation-indexed leases and stable occupancies. With a fully integrated 230 person management team, the REIT leverages global and local resources in nine offices across five countries to serve as the real estate partner of choice to leading healthcare operators.

Forward-Looking Statements

This press release may contain forward-looking statements with respect to the REIT and the Proposed Transaction. Examples of such statements in this press release may include statements concerning the REIT's intentions with respect to the Proposed Transaction; the proposed terms and conditions of the Proposed Transaction, including the amount, form and mix of consideration, the expected conditions to completion of the Proposed Transaction, and the expected timing of the vote for and completion of the Proposed Transaction.

The forward-looking statements contained in this press release are based on numerous assumptions which may prove incorrect and which could cause actual results or events to differ materially from the forward-looking statements. Such assumptions include, but are not limited to assumptions relating to completion of Proposed Transaction on terms disclosed and exchange rates remaining constant. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transactions contemplated herein are completed. Important factors that could cause actual results to differ materially from expectations include, among other things, the ability to obtain unitholder approval and meet other closing conditions to the Proposed Transaction, the ability to realize financial, operational and other benefits from the Proposed Transaction, the ability to obtain the equity and debt financing that has been committed for the Proposed Transaction, general economic and market factors, ,and the factors described under "Risks and Uncertainties" in the REIT's Annual Information Form and the risks and uncertainties set out in the MD&A which are available on www.sedar.com. These cautionary statements qualify all forward-looking statements attributable to the REIT and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release, and, except as expressly required by applicable law, the REIT assumes no obligation to update such statements.

SOURCE NorthWest Healthcare Properties Real Estate Investment Trust

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