SOURCE: Sienna Senior Living Inc.

Sienna Senior Living Inc.

May 06, 2016 09:11 ET

Sienna Senior Living Announces Closing of Subscription Receipts Offering for Gross Proceeds of Approximately $138.3 Million

MARKHAM, ON--(Marketwired - May 06, 2016) - Sienna Senior Living Inc. (TSX: SIA)

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Sienna Senior Living Inc. (TSX: SIA) (the "Company" or "Sienna") announced today that it has completed its previously announced offering of subscription receipts (the "Subscription Receipts") at a price of $15.85 per Subscription Receipt. The syndicate of underwriters, led by TD Securities Inc., elected to exercise its over- allotment option in full, resulting in the issuance of 8,728,500 Subscription Receipts for total gross proceeds of $138,346,725 (the "Offering").

The Company intends to use the proceeds from the Offering to fund a portion of the previously announced acquisition (the "Acquisition") of:

  • a portfolio of seniors housing assets in British Columbia, consisting of two high-quality private-pay independent living ("IL") retirement residences and six best-in-class long- term care ("LTC") residences (both private-pay and funded) providing LTC, IL and assisted living;
  • options to acquire up to a 100% interest, at a discount to fair market value, in two additional newly built seniors housing assets; and
  • a 50% interest in Pacific Seniors Management General Partnership, the current manager and operator of the six LTC residences to be acquired by the Company,

(collectively, the "Purchased Assets").

The Company expects to close the Acquisition in the third quarter of 2016. For more information on the Acquisition, please refer to the Company's news release of April 18, 2016.

Each Subscription Receipt represents the right to receive one common share in the capital of the Company (the "Common Shares"), at no additional consideration on the closing of the Acquisition. In addition, while the Subscription Receipts remain outstanding, holders will be entitled to receive cash payments ("Dividend Equivalent Payments") per Subscription Receipt equal to, and paid on the same date as, dividends declared by Sienna on the Common Shares. Such Dividend Equivalent Payments will have the same record date as the Common Shares. It is expected that the first Dividend Equivalent Payment purchasers under the Offering will be eligible to receive will be payable on June 15, 2016 to holders of record on May 31, 2016.

The net proceeds from the Offering will be deposited in escrow pending the closing of the Acquisition (the "Acquisition Closing"). The Acquisition Closing will be deemed to occur upon the closing of a portion of the Purchased Assets to which the attributable purchase price represents not less than 80% of the aggregate purchase price for all Purchased Assets, or approximately $204 million. If the Acquisition Closing occurs on or before November 30, 2016, the escrowed proceeds of the Offering will be released to the Company and used by the Company to fund a portion of the purchase price for the Purchased Assets described above. If the Acquisition Closing does not occur by November 30, 2016, or the acquisition agreement in respect of the Acquisition is terminated at an earlier time, or Sienna advises the underwriters of the Offering or announces to the public that it does not intend to proceed with the Acquisition, holders of the Subscription Receipts will receive the full purchase price of such Subscription Receipts plus any unpaid Dividend Equivalent Payments owing to holders of the Subscription Receipts.

The Subscription Receipts will commence trading on the Toronto Stock Exchange on May 6, 2016, under the symbol "SIA.R".

Further details of the Offering are described in the final short form prospectus of the Company dated April 29, 2016 filed with Canadian securities regulators. A copy of the final prospectus is available under the Company's profile on the SEDAR website at www.sedar.com.

The Subscription Receipts have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "1933 Act") and may not be offered, sold or delivered, directly or indirectly, in the United States, or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any Subscription Receipts in the United States or to, or for the account or benefit of, U.S. persons.

About Sienna

Sienna Senior Living (TSX: SIA) is one of Canada's largest owners of seniors housing and the largest licensed long-term care provider in Ontario. The Company's 7,500 employees are dedicated to helping you live fully, every day in each of its three lines of business: retirement living, long-term care and third party management services. The Company owns and operates 35 long-term care homes and 11 retirement residences, representing a combined 6,939 beds/suites across Ontario and British Columbia. For more information, please visit www.siennaliving.ca.

Forward-Looking Statements

This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to the business of the Company and the environment in which it operates. Forward-looking statements are identified by words such as "believe," "anticipate," "project," "expect," "intend," "plan," "will," "may," "estimate," "pro-forma" and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts and projections and include, without limitation, statements with respect to the completion of the Acquisition and the expected use of proceeds from the Offering. The forward-looking statements in this news release are based on certain assumptions, including that all conditions to completion of the Acquisition will be satisfied or waived. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the heading "Risk Factors" in the Company's annual information form available at www.sedar.com and in the Company's final short form prospectus dated April 29, 2016. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements.

Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update any such statement, whether as a result of new information, future events or otherwise.

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