Mr. Paul Dalla Lana reports
NORTHWEST HEALTHCARE PROPERTIES REIT AND NORTHWEST INTERNATIONAL HEALTHCARE PROPERTIES REIT ANNOUNCE OVERWHELMING UNITHOLDER APPROVAL OF COMBINATION TRANSACTION AND OTHER MATTERS
Northwest Healthcare Properties Real Estate Investment Trust's (NWH) and Northwest International Healthcare Properties Real Estate Investment Trust's (NWI) respective unitholders, at each of their annual and special meetings held earlier on May 5, overwhelmingly approved the previously announced combination transaction pursuant to which NWH and NWI will combine to create a leading global diversified health care real estate investment trust with over $2-billion of assets.
Commenting on the unitholder votes in support of the transaction, the chairman of NWH and the chairman and chief executive officer of NWI, Paul Dalla Lana, said: "I would like to thank NWH and NWI unitholders for their clear support of this transaction, which combines NWH's stable Canadian portfolio with NWI's higher-growth international assets, and provides investors with a unique opportunity to access core health care infrastructure located in some of the most attractive health care markets in the world. We look forward to this new phase of growth and to creating value for unitholders."
The transaction is expected to close in the second quarter of 2015 and is subject to certain court and regulatory approvals.
Matters approved at the NWH unitholder meeting
NWH unitholders overwhelmingly approved the transaction at the meeting, with: (i) 96.64 per cent of the votes cast in favour by all unitholders; and (ii) 93.6 per cent of the votes cast in favour by unitholders other than NWI and other interested parties.
In addition, all of the NWH trustee nominees listed in the joint management information circular prepared in connection with the NWH and NWI unitholder meetings were elected as trustees. Detailed results for the election of trustees, if a ballot had been taken, and based solely on the proxies received by NWH, are set out in the accompanying table.
Nominee Votes for % votes for Votes withheld % votes withheld Total votes
Dr. Martin Barkin 22,220,007 97.46 580,097 2.54 22,800,104
Robert Baron 22,259,126 97.63 540,978 2.37 22,800,104
Colin Loudon 22,256,414 97.62 543,690 2.38 22,800,104
Brian Petersen 22,261,098 97.64 539,006 2.36 22,800,104
Peter Riggin 22,256,474 97.62 543,630 2.38 22,800,104
As described in the circular, Mr. Baron's appointment to the NWH board shall occur on the earlier of: (i) the completion of the transaction; and (ii) the termination of the arrangement agreement in respect of the transaction.
In accordance with the NWH declaration of trust, Northwest Operating Trust also appointed Mr. Dalla Lana and Bernard Crotty to serve as trustees of NWH.
KPMG LLP, chartered professional accountants, was reappointed as the auditor of NWH.
Matters approved at the NWI unitholder meeting
The transaction was also overwhelmingly approved by NWI unitholders at the meeting, with: (i) 99.19 per cent of the votes cast in favour by all unitholders; and (ii) 94.72 per cent of the votes cast in favour by unitholders other than Northwest Value Partners Inc. and other interested parties, although the transaction does not require such approval by NWI's minority unitholders. NWI will attend a hearing before the Alberta Court of Queen's Bench on May 13, 2015, to ask the court to grant a final order in respect of the transaction.
Additionally, all of the NWI trustee nominees listed in the circular were elected as trustees. Detailed results for the election of trustees, if a ballot had been taken, and based solely on the proxies received by NWI, are set out in the accompanying table.
Nominee Votes for % votes for Votes withheld % votes withheld Total votes
Robert Baron 136,486,039 98.57 1,976,705 1.43 138,462,744
David Naylor 137,296,746 99.16 1,165,998 0.84 138,462,744
In accordance with NWI's declaration of trust, Northwest Value Partners Inc. also appointed Mr. Dalla Lana and Mr. Crotty to serve as trustees of NWI.
NWI unitholders also overwhelmingly approved NWI's second amended and restated deferred unit plan and the increase in units reserved for issuance under the plan, all as described in the circular.
KPMG LLP, chartered professional accountants, was reappointed as the auditor of NWI.
We seek Safe Harbor.
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