TORONTO, Sept. 27, 2012 /CNW/ – GT Canada Medical Properties Real Estate
Investment Trust (TSX-V:MOB.UN) (“GT Canada“) and Northwest Value Partners Inc. (“NorthWest“) announced today that they have signed a non-binding letter of intent
providing for the acquisition (the “Proposed Acquisition“) by GT Canada of a portfolio of international healthcare real estate
in Australia/New Zealand, Brazil and Germany as well as the NorthWest
international healthcare real estate platform (collectively the “International Assets“), from NorthWest and its affiliates. Concurrent with the closing of
the Proposed Acquisition, GT Canada will enter into a series of
external management arrangements with NorthWest International
Healthcare Properties Management Corporation, an affiliate of
NorthWest. The Proposed Acquisition values the International Assets at
approximately C$170 million and will be funded through the issuance of
approximately C$123 million of equity to NorthWest at $1.87 per unit
and the assumption of existing debt of approximately C$47 million. The
Proposed Acquisition is expected to be accretive.

The Proposed Acquisition and related management agreements will be
described in an information circular to be mailed to GT Canada
unitholders in connection with GT Canada’s special meeting expected to
be held in October 2012 and must be supported by an affirmative vote of
a majority of minority unitholders of GT Canada. The Proposed
Acquisition follows NorthWest’s previously disclosed intentions to
reconfigure GT Canada to support NorthWest’s international healthcare
real estate initiatives following NorthWest’s successful takeover bid
and acquisition of approximately 82% of GT Canada’s units in May 2012
and the planned sale of GT Canada’s existing portfolio to NorthWest
Healthcare Properties REIT (“NWHP REIT“, TSX: NWH.UN).

In connection with the Proposed Acquisition, Paul Dalla Lana, CEO of GT
Canada and President of NorthWest commented:

“I am very excited to formalize the next steps for GT Canada and
NorthWest International Healthcare Properties. The Proposed Acquisition
offers a fantastic opportunity for GT Canada to gain access to a high
quality portfolio of international assets, a best-in-class management
team and a pipeline of acquisition prospects for future growth. It is
expected to be accretive to GT Canada’s current operations and offers
stability through high occupancies with long-term leases and embedded
growth through annual inflation indexation. At the same time, the
Proposed Acquisition offers NorthWest Healthcare International
Healthcare Properties an opportunity to access public capital markets
and put in-place the long-term financial structure that will facilitate
its future growth plans. I believe that the international healthcare
real estate markets being pursued by GT Canada have the unique
proposition of both the defensive, necessity-based healthcare asset
class combined with higher yielding international markets including
contractual growth. With the conservatively structured vehicle
contemplated for GT Canada, the Proposed Acquisition is consistent with
GT Canada’s objectives of delivering sustainable, growing distributions
to unitholders.”

The Proposed Acquisition

As part of the Proposed Acquisition, GT Canada will acquire (a) a
portfolio of medical office buildings in Berlin and Northern Bavaria,
Germany (the “German MOB Portfolio“), (b) the Sabará Children’s Hospital in São Paulo, Brazil (“Sabará Children’s Hospital“), (c) an approximate 20% interest in Vital Healthcare Property Trust
(“Vital”), a healthcare real estate investment fund based in Auckland, New
Zealand and listed on the New Zealand Stock Exchange as well as a
management fee participation and certain rights in respect of Vital
(the “Vital Interest“), and (d) the NorthWest international healthcare real estate platform
(the “NWI platform” together with the German MOB Portfolio, Sabará Children’s Hospital,
and the Vital Interest, the “International Assets“), from NorthWest and its affiliates.

Additional details on the International Assets are provided below:

(a) The German MOB Portfolio

The German MOB Portfolio is comprised of five modern, recently
constructed medical office buildings, with an aggregate GLA of
approximately 185,000 square feet, located in established healthcare
hubs in and around Berlin’s city centre and Northern Bavaria. The
portfolio carries a weighted average lease term of approximately six
years and is approximately 98% occupied, primarily by medical tenancies
including doctors, dentists, and pharmacies.

(b) Sabará Children’s Hospital

Sabará Children’s Hospital, located in São Paulo, is a 104,915 square
foot private facility widely regarded as the leading children’s
hospital in Brazil. The facility is leased to and operated by the
region’s largest private children’s hospital until September 2024.
Significantly expanded and redesigned in August 2010, the facility
features 72 suites (104 beds), diagnostic centres, operating rooms, and
an intensive care unit, along with administrative areas.

(c) The Vital Interest

The Vital Interest represents an interest in trust units and an equity
swap arrangement that together provides the holder with economic
exposure to approximately 58,000,000 trust units (representing an
approximate 20% ownership interest) of Vital Healthcare Property Trust
(“Vital“). Vital, based in Auckland, is an NSX-listed investment fund that
invests in high-quality, health and medical-related properties in
Australia and New Zealand. Vital’s real estate portfolio is comprised
of 25 medical office buildings and private hospitals located in eastern
Australia (approximately 67% of the portfolio and primarily in
Melbourne) and New Zealand (approximately 33% of the portfolio and
primarily in Auckland), with an aggregate GLA of approximately 1.5
million square feet. Vital’s real estate portfolio currently operates
at approximately 99% occupancy with a weighted average lease term of
11.4 years. Vital is externally managed by entities owned indirectly by
NorthWest and as such GT Canada is also acquiring a management fee
participation and certain rights in respect of Vital which will entitle
GT Canada to the difference between asset management fees that would be
payable by Vital to NorthWest under their existing management
arrangements and those that would be payable by GT Canada to NorthWest
under the proposed management arrangements.

(d) NWI Platform

The NWI platform represents the value embedded in the formation,
infrastructure and platform of NorthWest healthcare international
properties and GT Canada’s contractual right of first opportunity from
NorthWest in respect of certain pre-identified acquisition targets that
might meet the REIT’s investment criteria.

The Proposed Acquisition values the International Assets at
approximately C$170 million and after the assumption of debt implies a
net purchase price of approximately C$123 million. The purchase price
is subject to customary closing adjustments. The valuation of the
International Assets has been initially allocated follows: (a) C$39
million to the German MOB Portfolio, (b) C$36 million to the Sabará
Children’s Hospital, (c) C$85 million to the Vital Interest (including
amounts attributable to the market value of the securities, a premium,
the management fee participation and certain rights in respect of
Vital), and (d) C$10 million to the NWI platform, based on third-party
appraised values for the property assets and current market values for
the Vital Interest and NWI platform.

The Proposed Acquisition will be effected through GT Canada’s
acquisition of the securities of a new limited partnership (“NWI LP“) that will be formed by NorthWest to hold the International Assets. In
connection with the Proposed Acquisition, NorthWest will acquire
approximately 65.8 million class B limited partnership units of NWI LP,
each of which will be exchangeable into units of GT Canada on a
one-for-one basis. The Proposed Acquisition values the securities being
acquired by NorthWest at a price of $1.87 per unit. This is the same
price at which NorthWest acquired units of GT Canada in the May 2012
takeover bid, and represents an approximate 7.4% premium to the 20 day
VWAP of the GT Canada units on September 25, 2012.

The parties expect to close the Proposed Acquisition concurrently with
GT Canada’s sale of its existing Canadian medical office building
portfolio to NorthWest Healthcare Properties REIT (TSX: NWH.UN) for
which it has received disinterested unitholder approval by way of
written consent. The transactions are expected to close on or about
October 31, 2012 (with an effective closing date of October 1, 2012),
subject to the entering into of a definitive acquisition agreement for
the Proposed Acquisition and the receipt of all necessary approvals,
including the approval of the TSX Venture Exchange and GT Canada’s
unitholders.

GT Canada intends to present the terms of the Proposed Acquisition to
its unitholders for approval at a special meeting to be held in October
2012 in Toronto (the “Special Meeting“). As Paul Dalla Lana currently indirectly owns an approximate 82%
interest in GT Canada, and owns and controls NorthWest, the Proposed
Acquisition constitutes a “related party transaction” under
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and therefore must be approved by the affirmative vote of a majority of
minority unitholders of the REIT.

Reconfiguration of GT Canada

The Proposed Acquisition represents the first step in GT Canada’s
reconfiguration to support an international healthcare real estate
initiative.

Upon completion of the Proposed Acquisition, GT Canada will change its
name to “NorthWest International Healthcare Properties REIT”. In
addition, on closing GT Canada and NorthWest will enter into a number
of other contractual arrangements, including (i) a put / call agreement
pursuant to which GT Canada and NorthWest will grant each other the
respective right to put / call, at any time and from time to time
within 24 months from the closing of the Proposed Acquisition, any or
all of trust units and/or securities exchangeable into trust units of
NorthWest Healthcare Properties Real Estate Investment Trust, a
Canadian public real estate investment trust listed on the Toronto
Stock Exchange, held by NorthWest, (ii) an asset management agreement
pursuant to which an affiliate of NorthWest will become the asset
manager of GT Canada, (iii) a property management agreement pursuant to
which an affiliate of NorthWest will become the property manager of GT
Canada, and (iv) a development agreement pursuant to which an affiliate
of NorthWest will become the exclusive developer for GT Canada. Further
details about these agreements and the Proposed Acquisition will be set
forth in the information circular to be mailed to GT Canada unitholders
in connection with the Special Meeting.

Description of the Asset Manager

In 2011, NorthWest founded NorthWest International Healthcare Properties
Management Corporation (“NWI”) to focus on establishing an
international healthcare real estate platform, with an initial focus on
Australia/New Zealand, Brazil and Germany. Since then it has acquired
C$170 million in healthcare real estate assets and, utilizing the
experience it gained in the consolidation of the Canadian healthcare
real estate market, NWI has either built out or acquired regional
platforms in each of its core markets and assembled a globally diverse
team focused exclusively on healthcare real estate. Concurrently, it
has also sourced a pipeline of attractive acquisition opportunities
which it believes may provide significant growth opportunities going
forward.

About NorthWest Value Partners Inc. (“NorthWest”)

NorthWest is a private real estate investment firm based in Toronto,
Canada. Since 1992, NorthWest has established an exceptional track
record of successfully acquiring, developing, operating and building
value in real estate across Canada and internationally. NorthWest has
a significant focus in healthcare real estate including founding and
capitalizing both NorthWest Healthcare Properties REIT (NWH.UN/TSX)
which is focused on the Canadian market and NorthWest International
Healthcare Properties which is focused on international markets.
Through these vehicles, NorthWest has investments in C$2.5 billion of
healthcare real estate assets and developments and is focused on
accretively growing its portfolio in each of these markets.

Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING INFORMATION

Certain statements contained in this news release may contain
projections and “forward-looking statements” within the meaning of that
phrase under Canadian securities laws. When used in this new release,
the words “may”, “would”, “should”, “could”, “will”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect” and similar expressions
may be used to identify forward-looking statements. Those statements
reflect NorthWest’s and GT Canada’s current views with respect to
future events or conditions, including matters relating to the Proposed
Acquisition, accretion, distributions, acquisition opportunities and
future growth prospects. By their nature, forward-looking statements
reflect management’s current views, beliefs and assumptions and are
subject to certain risks and uncertainties, known and unknown,
including, without limitation, risks disclosed in GT Canada’s annual
information form dated as of August 14, 2012 and risks to be disclosed
in the information circular to be mailed in connection with the Special
Meeting. Many factors could cause actual results, performance or
achievements to be materially different from any future results,
performance or achievements that may be expressed or implied by these
forward-looking statements. Neither NorthWest nor GT Canada intend to
nor assume any obligation to update these forward-looking statements
whether as a result of new information, plans, events or otherwise,
unless required by law. Completion of the Proposed Acquisition is
subject to a number of conditions, including but not limited to, the
entering into of a definitive acquisition agreement, TSXV acceptance
and majority of the minority unitholder approval.

SOURCE GT Canada Medical Properties Real Estate Investment Trust