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NorthWest Healthcare Properties Real Estate Investment Trust Increases its Offer Price to Acquire Australian Unity Healthcare Property Trust and also Provides the Ability for Unitholders to Tender their Units Immediately
June 16, 2021 at 7:00 AM EDT

TORONTO, June 16, 2021 /CNW/ - NorthWest Healthcare Properties Real Estate Investment Trust (the "REIT") (TSX: NWH.UN) today announced that it, together with its capital partner (collectively the "Bidding Consortium") has increased its offer price to acquire 100% of the outstanding units of Australian Unity Healthcare Property Trust ("AUHPT") that the REIT does not already own to a best and final price of A$2.70 per wholesale unit, A$2.76 per Retail Unit, and A$1.69 per Class A Unit, plus accrued distributions, to be paid in cash (the "Proposed Transaction"). The increase represents a 5.9% price increase over the REIT's prior offer of A$2.55 per wholesale unit, which was announced by the REIT in its press release dated May 31, 2021.

As previously announced, 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 voting and entitled to vote, the Proposed Transaction will be approved. If approved, completion of the Proposed Transaction is expected to occur in July 2021. Mr Alan Cameron AO (former Chair of Australian Securities and Investments Commission) has agreed to act as Independent Chair for the unitholder meeting.

As part of the Proposed Transaction, the Bidding Consortium also announced today a $375 million (A$400 million) facility to offer to acquire AUHPT units from AUHPT unitholders at the offer price of A$2.70 irrespective of whether the Proposed Transaction is successful (the "Premium Cash Offer"). The Premium Cash Offer is available to all AUHPT unitholders and will be open beginning June 15, 2021 and close on July 23, 2021.

Assuming full take-up of the Premium Cash Offer and including the REIT's directly held units and the Bidding Consortium's optioned units, the Bidding Consortium's total beneficial ownership in AUHPT would be approximately 30%, which makes it AUHPT's largest beneficial unitholder.

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 commenced court proceedings against both the manager of AUHPT and Dexus in relation to their recently announced transactions that the REIT believes were entered into to both frustrate the Proposed Transaction and entrench the manager of AUHPT.

Further information on the Proposed Transaction, including details relating to the Premium Cash Offer, 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 and the Premium Cash Offer, including the amount, form and mix of consideration; the expected conditions to completion of the Proposed Transaction; the REIT's beneficial ownership interest in AUHPT; 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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