Amica Mature Lifestyles Inc.
TSX : ACC

Amica Mature Lifestyles Inc.

September 15, 2015 18:14 ET

Amica Files Circular and Proxy Materials in Connection With Meeting of Shareholders Scheduled for October 9th, 2015

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 15, 2015) - Amica Mature Lifestyles Inc. (TSX:ACC) ("Amica" or the "Company") announces that it has filed its notice of meeting and management information circular (the "Circular") and related proxy materials with the relevant Canadian securities regulators in preparation for its annual and special meeting (the "Meeting") of shareholders to be held on October 9, 2015, in the Dundarave Room (3rd floor) at the Vancouver Marriott Pinnacle Downtown Hotel (1128 West Hastings Street) in Vancouver, British Columbia at 10:00 a.m. (Vancouver time). The circular and related proxy materials are available at www.sedar.com under Amica's profile.

The board of directors of Amica unanimously recommends, for the reasons set out in the Circular, that Amica shareholders vote FOR the special resolution to approve the statutory plan of arrangement (the "Arrangement") involving, Amica, BayBridge Seniors Housing Inc. and 9423389 Canada Inc. Pursuant to the Arrangement, shareholders of Amica will receive CAD$18.75 in cash for each Amica share, which represents a 113% premium to the closing price of the Amica shares on the Toronto Stock Exchange (the "TSX") on September 1, 2015 of $8.79 and a premium of 125% to the 20-trading day volume weighted average trading price on the TSX for the period ending September 1, 2015.

The directors and senior executive officers of Amica and a significant shareholder, who in the aggregate beneficially own approximately 24.4% of the outstanding common shares of Amica, have agreed pursuant to voting and support agreements to vote their common shares in favour of the Arrangement.

Amica also confirms that the Circular, which provides information on, among other things, the Arrangement and voting procedures, and related proxy materials have been mailed to shareholders of record as of August 28, 2015. Amica encourages shareholders to carefully read the Circular and related proxy materials and to vote their shares prior to the October 7, 2015, proxy cut-off date for the Meeting.

Completion of the Arrangement is subject to customary closing conditions, including shareholder approval, the approval of certain Canadian regulatory authorities, the consent of certain lenders and court approval of the Arrangement, which will be sought at a hearing scheduled for October 15, 2015. An interim order of the court authorizing, among other things, the Meeting, was obtained by Amica on September 10, 2015.

Shareholders who have questions or have not received their proxy or voting instruction form may contact Amica's Proxy Solicitation Agent:

Laurel Hill Advisory Group

Toll free: 1-877-452-7184 or 416-304-0211

Email: assistance@laurelhill.com

HOW TO VOTE

Registered shareholders (those who hold Amica shares in their name and represented by a physical certificate or through the Direct Registration System) may vote by mail, internet, telephone or in person at the Meeting. In the interest of time, shareholders are encouraged to vote via the internet or by telephone as follows:

Internet: Vote online at www.investorvote.com, using the control number located on your proxy (which you receive in the mail or via internet)

Telephone: Call 1-866-732-VOTE (8683) toll free

Beneficial shareholders (those who hold Amica shares through a bank, broker or other intermediary) will have different voting instructions provided to them and should follow the instructions found on their voting instruction form.

ABOUT AMICA MATURE LIFESTYLES INC.

Amica Mature Lifestyles Inc., a Vancouver based public company, is a leader in the management, marketing, design, development and ownership of luxury seniors residences. There are 25 Amica Wellness & Vitality™ Residences in operation in Ontario, British Columbia and Alberta, Canada. Additionally, Amica has one residence in pre-development in Calgary, Alberta and three existing operational residences have expansions in pre-development. The common shares of Amica are traded on the TSX under the symbol "ACC". For more information, visit www.amica.ca.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking information within the meaning of applicable securities laws that reflects the current expectations, estimates and projections of management about the future results, performance, achievements, prospects or opportunities for the companies following the transaction and expectations regarding whether a transaction will be consummated, including whether conditions to the consummation of the transaction will be satisfied, or the timing for completing the transaction. The words "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "estimate", "aim", "endeavour", "project", "continue", "predict", "potential", or the negative of these terms or other similar expressions have been used to identify these forward-looking statements.

Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond management's control, and that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. Management has attempted to identify important factors that could cause actual results, performance or achievements to vary from current expectations or estimates, expressed or implied, by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

The following factors could cause actual results to differ materially from those discussed in the forward-looking information: failure to satisfy the conditions to completion of the Arrangement, including approval by Amica's shareholders, court approval and certain regulatory approvals in Canada; the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement; retention of employees, tenants, suppliers and other personnel being adversely affected by uncertainty surrounding the Arrangement; and the inability to successfully integrate the operations of the companies following completion of the transaction. Additional risks and uncertainties regarding Amica are described in its most recent Annual Information Form which is available on SEDAR at www.sedar.com.

This forward-looking information represents our views as of the date of this press release and such information should not be relied upon as representing management's views as of any date subsequent to the date of this document. While we anticipate that subsequent events and developments may cause our views to change, we do not intend to update this forward-looking information, except as required by applicable securities laws.

Contact Information

  • Art Ayres
    Chief Financial Officer
    Amica Mature Lifestyles Inc.
    (604) 630-3473
    a.ayres@amica.ca

    Alyssa Barry
    Manager, Investor Communications
    Amica Mature Lifestyles Inc.
    (604) 639-2171
    a.barry@amica.ca