An anonymous director reports
INVESQUE INC. ANNOUNCES SPECIAL BUSINESS TO BE CONSIDERED AT ANNUAL AND SPECIAL MEETING
At Invesque Inc.'s annual and special meeting of shareholders scheduled to be held on June 18, 2025, in addition to the election of its board of directors and the appointment of KPMG as auditor of the corporation, shareholders will be asked to consider a special resolution to approve the sale or lease of all or substantially all of the assets of the corporation in one or more transactions, including by way of asset sales or leases, the sale of equity of one or more subsidiaries, merger, business combination, or other similar transactions on such terms and conditions as are approved by the board of the corporation from time to time, as more particularly described in the management information circular that will be mailed to all shareholders on or around May 22, 2025. Although this special resolution, if passed, will permit the corporation to sell or lease all or substantially all of its assets at the board's discretion, the corporation has not entered into any definitive agreement to that effect and will not be required to sell or lease any of its assets.
Shareholders will also be asked to consider a special resolution to approve a reduction in capital in respect of the common shares of the corporation by an aggregate amount of up to $183-million for the purposes of effecting returns of capital by way of special distributions of cash to the corporation's shareholders. Returns of capital could allow the corporation to return on a tax-efficient basis to shareholders any remaining proceeds of asset divestitures following the repayment of indebtedness. Although the board would have, following the passing of such resolution, the authority to make special distributions and a reduction of capital, on one or more occasions, of up to $183-million, there are no assurances that there will be any special distributions, and, even if there are special distributions, it is highly unlikely that such special distributions will, in the aggregate, total $183-million.
Holders of record of the corporation's common shares as of the close of business on May 7, 2025, will be entitled to receive notice of and to vote at the meeting. Further details regarding the special business to be considered by shareholders at the meeting will be made available in the circular.
About Invesque Inc.
Invesque is a North American health care real estate company with an investment thesis focused on the premise that an aging demographic in North America will continue to utilize health care services in growing proportion to the overall economy. Invesque currently capitalizes on this opportunity by investing in a portfolio of income-generating, predominantly private pay seniors housing communities. Invesque's portfolio includes investments primarily in independent living, assisted living and memory care, which are operated under long-term leases and joint venture arrangements with industry-leading operating partners. Invesque's portfolio also includes investments in owner-occupied seniors housing properties in which Invesque owns the real estate and the licensed operations, and provides management services through Commonwealth Senior Living LLC, a Delaware limited liability company.
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