NorthWest International Healthcare Properties REIT Acquires 26% interest in NorthWest Healthcare Properties REIT

NorthWest International Healthcare Properties REIT Acquires 26% interest in NorthWest Healthcare Properties REIT

Canada NewsWire

TORONTO, June 21, 2013 /CNW/ – NorthWest International Healthcare
Properties Real Estate Investment Trust (TSXV: MOB.UN) (the “REIT“) announced today that it has closed the previously announced
acquisition of a 26% strategic interest in NorthWest Healthcare
Properties REIT (“NWHP REIT“) from NorthWest Value Partners Inc. and certain of its affiliates (“NWVP“). The transaction, which includes the acquisition by the REIT of
certain board appointment rights, pre-emptive rights and registration
rights, is expected to be immediately accretive to the REIT and
substantially increases and diversifies the REIT’s asset base. The
investment is consistent with the REIT’s objective to acquire or invest
in leading healthcare real estate and operators in each of its core
markets.

The interest acquired by the REIT consists of 4,345,900 trust units of
NWHP REIT and 7,551,546 class B limited partnership units of NHP
Holdings Limited Partnership, which are exchangeable for trust units of
NWHP REIT. The interest was acquired pursuant to the exercise of a put
right held by NWVP under a Put/Call Agreement between the REIT and NWVP
dated November 16, 2012 (the “Put/Call Agreement“).

Pursuant to the terms of the Put/Call Agreement, the REIT acquired the
NWHP REIT securities at a price of $13.22 per unit, for total gross
consideration of approximately $157.3 million less approximately $73.8
million
of debt (at approximately 4.25%) that was indirectly assumed by
the REIT. In connection with the completion of the transactions
contemplated by the Put/Call Agreement, NWVP repaid $15 million of
obligations that had previously been owing to the REIT. As a result,
the net consideration payable to NWVP was approximately $68.5 million,
which NWVP elected to receive in the form of Class B limited
partnership units (“NWI Class B Units“) of NWI Healthcare Properties LP, each of which are exchangeable for
trust units of the REIT. Pursuant to the terms of the Put/Call
Agreement, the NWI Class B Units were valued at a price of $1.87 per
unit, which resulted in the issuance of approximately 36.6 million NWI
Class B Units to NWVP.

Prior to closing, NWVP and its affiliates owned approximately 27.4
million trust units of the REIT and approximately 54 million NWI Class
B Units, which together represented an approximate 82.3% interest in
the REIT. As a result of the closing, NWVP and its affiliates own
approximately 27.4 million trust units of the REIT and approximately
91.1 million NWI Class B Units, which together represents an
approximate 87.1% interest in the REIT. Paul Dalla Lana, Chairman and
Chief Executive Officer of the REIT, is the sole shareholder of NWVP
and the Chairman of NWHP REIT. The terms of the Put/Call Agreement were
approved by the unitholders of the REIT (excluding NWVP and its
affiliates) at a meeting held October 30, 2012. For additional
information regarding the Put/Call Agreement and related matters,
please see the REIT’s management information circular dated October 5,
2012
and the Put/Call Agreement, each of which is filed on www.SEDAR.com. The Put/Call Agreement and related matters were unanimously approved
by the REIT’s independent trustees following a thorough review with the
assistance of independent advisors.

In purchasing the NWHP REIT securities, the REIT relied on the private
agreement exemption from the formal take-over bid rules set out in
section 100.1(1) of the Securities Act (Ontario).

About NorthWest Healthcare Properties Real Estate Investment Trust

NWHP REIT is an unincorporated, open-ended real estate investment trust
established under the laws of the Province of Ontario. NWHP REIT holds
a portfolio of 76 income-producing properties, with a focus on medical
office buildings and healthcare real estate, comprising approximately
4.6 million square feet of gross leasable area located in British
Columbia
, Alberta, Ontario, Qu bec, Nova Scotia and New Brunswick.

About NorthWest International Healthcare Properties Real Estate
Investment Trust

The REIT is an unincorporated, open-ended real estate investment trust
established under the laws of the Province of Ontario. Including the
REIT’s investments in Vital Healthcare Property Trust (NZX: VHP) and
NWHP REIT (TSXV: NWH.UN), the REIT holds interests in a portfolio of
108 income-producing properties, comprising approximately 6.6 million
square feet of gross leasable area located in Australia / New Zealand,
Brazil, Canada and Germany, with a focus on medical office buildings,
hospitals and healthcare real estate.

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 the REIT’s current views with respect to future events or
conditions. 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 the annual information form of the REIT
dated March 11, 2013, the short-form prospectus of the REIT dated March
18, 2013
and in the REIT’s other public filings. 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. The REIT
does not 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.

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.

SOURCE NorthWest International Healthcare Properties REIT

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