Amica Mature Lifestyles Inc.
TSX : ACC

Amica Mature Lifestyles Inc.
BayBridge Seniors Housing Inc.

BayBridge Seniors Housing Inc.

September 02, 2015 10:30 ET

Amica Mature Lifestyles Inc. Agrees to be Acquired by BayBridge Seniors Housing Inc.

All Cash Offer for $18.75 per Share

VANCOUVER, BRITISH COLUMBIA and TORONTO, ONTARIO--(Marketwired - Sept. 2, 2015) - Amica Mature Lifestyles Inc. ("Amica") (TSX:ACC) and BayBridge Seniors Housing Inc. ("BayBridge") today announced that they have entered into an agreement pursuant to which BayBridge will acquire Amica. Under the agreement, shareholders of Amica will receive $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 ("TSX") on September 1, 2015 of $8.79 and a premium of 125% to the 20-trading day volume weighted average trading price of the Amica shares on the TSX for the period ending September 1, 2015.

Amica is involved in the design, development, marketing, management and ownership of luxury seniors residences, with 26 properties located in Ontario, British Columbia and Alberta.

BayBridge is a wholly owned subsidiary of the Ontario Teachers' Pension Plan Board. The transaction is led by Teachers' Private Capital's Long-Term Equities group, which is focused on direct investments that demonstrate steady cash flow and growth potential over a long-term horizon. BayBridge is an innovative owner and operator of seniors residences in Canada, offering a range of living options.

"We are very pleased with this attractive offer and the significant value it represents to our shareholders," said Amica Chairman and CEO, Samir Manji. "We are extremely proud of the success we have had in establishing Amica as a premier brand in the Canadian seniors housing market through our unique combination of high quality assets, proven operating platform and exceptional people. On behalf of the Board, I would like to recognize our outstanding team of dedicated, committed and passionate employees who have made Amica the success it is today. Amica and BayBridge share the same high operating standards, strong commitment to residents and employees, and have a similar overall company culture. BayBridge's reputation for quality and high standards will ensure our residents continue to receive the best lifestyle experience that they have come to enjoy and deserve. We look forward to working with BayBridge to seek all necessary approvals to complete the transaction while ensuring a seamless transition for our residents and our employees," continued Mr. Manji.

"The combination of BayBridge and Amica will create Canada's premier senior living company," said Doug MacLatchy, CEO of BayBridge. "There is an excellent fit in the services offered and the market locations of the two companies, with a shared focus on resident satisfaction. This transaction demonstrates Teachers' commitment to BayBridge and the senior living sector."

Transaction Details

The transaction will be carried out by way of a court approved plan of arrangement under the Canada Business Corporations Act (the "Arrangement") and will require the approval of, among others, the holders of at least 66 2/3% of the common shares of Amica (the "Amica Shares") present in person or represented by proxy at a special meeting of Amica shareholders (the "Amica Meeting") to be called to consider the Arrangement. The Amica Meeting is expected to be held on or about October 9, 2015. Directors, senior executive officers and certain shareholders of Amica, which together represent an aggregate of approximately 24.4% of the issued and outstanding Amica Shares (calculated on a non-diluted basis), have entered into voting agreements with BayBridge and agreed to vote their Amica Shares in favour of the Arrangement at the Amica Meeting.

In addition to shareholder and court approvals, the Arrangement is subject to applicable regulatory approvals, certain lender consents and the satisfaction of certain other closing conditions customary in transactions of this nature. The transaction is not subject to a financing condition.

The Arrangement Agreement also includes a non-solicitation covenant on the part of Amica, subject to a right to match provision and customary fiduciary out provisions, and provides for the payment of a termination fee of $25 million to BayBridge in certain circumstances. Under the Arrangement Agreement, Amica will pay its previously announced quarterly cash dividend of $0.105. The dividend is scheduled to be paid on September 17, 2015 to shareholders of record on September 10, 2015. Thereafter, dividends shall be suspended.

Under the Arrangement, each Amica Share will receive $18.75 in cash and each outstanding stock option of Amica will be cancelled at the effective time of the Arrangement in exchange for a cash payment equal to the amount by which the consideration per share payable pursuant to the Plan of Arrangement exceeds the exercise price of such option.

The board of directors of Amica, after consultation with its financial and legal advisors, and on the unanimous recommendation of a Special Committee of Amica's board of directors (the "Special Committee"), has resolved to unanimously recommend that Amica shareholders vote in favour of the Arrangement. Amica's board of directors and the Special Committee have also received a fairness opinion from Canaccord Genuity Corp. in connection with the Arrangement to the effect that, as of the date of such opinion, and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Amica's securityholders pursuant to the Arrangement is fair from a financial point of view.

Complete details of the Arrangement are set out in the Arrangement Agreement, which will be filed by Amica with SEDAR and will be available for viewing under Amica's profile at www.sedar.com.

Gowling Lafleur Henderson LLP is acting as legal counsel to Amica. Canaccord Genuity Corp. is acting as financial advisor to Amica.

Stikeman Elliott LLP is acting as legal counsel to BayBridge. CIBC World Markets Inc. is acting as financial advisor to BayBridge.

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 24 Amica Wellness & Vitality™ Residences in operation in Ontario, British Columbia and Alberta, Canada. Additionally, Amica at Oakville will open in September 2015, one residence is 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 Toronto Stock Exchange under the symbol "ACC". For more information, visit www.amica.ca.

ABOUT BAYBRIDGE SENIORS HOUSING

BayBridge Seniors Housing, together with its management company BayBridge Senior Living, owns, operates or has a vested interest in 41 fully operational senior living communities: 35 in Canada in the provinces of Alberta, BC and Ontario, and six in the US. BayBridge also has six buildings under construction and additional sites in development. BayBridge communities offer a range of resident-centered, flexible and personalized senior living options including Independent Living, Assisted Living and Memory Care. For more information, visit www.baybridgesh.com

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

    Douglas J. MacLatchy
    Chief Executive Officer
    BayBridge Seniors Housing Inc.
    (416) 487-2020
    DM@BayBridgeSH.com