Business
CML HealthCare Announces Takeover Proposal of $9.00 per Unit for Medisys Health Group Income Fund
CML HealthCare Announces Takeover Proposal of $9.00 per Unit for Medisys Health Group Income Fund.
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[{"type":"text","content":"\n\n\n\nMISSISSAUGA, ON, Sept. 27 /CNW/ - CML HealthCare Income Fund ("CML\nHealthCare") (TSX: CLC.UN) today announced it has sent the Board of Trustees\nof Medisys Health Group Income Fund (TSX: MHG.UN) ("Medisys") a letter\nindicating CML HealthCare's willingness to make a takeover bid of $9.00 per\nunit for 100% of Medisys. CML HealthCare's proposed $9.00 per unit takeover\nbid represents: i) a premium of 42.4% over the $6.32 closing price of Medisys'\nunits on the Toronto Stock Exchange prior to the Elman family, Medisys'\ncontrolling securityholder, announcing their proposal to take Medisys private\nat $7.00 per unit; and ii) a premium of 28.6% over the $7.00 per unit\nprivatization offer from the Elman family.\n\n\nThe proposed takeover bid of $9.00 per unit would be subject to CML\nHealthCare acquiring not less than 66 2/3% of Medisys' outstanding units on a\nfully diluted basis, including Dr. Sheldon Elman and any other holders\nexchanging all of the Class B Holding LP Units of Medisys Holding LP for units\nof Medisys and tendering such units to the takeover bid. The tender condition\nof the Elman family holdings is required as a result of Medisys' current\nstructure, which provides that as long as the Elman family holds at least 15%\nof the Medisys Holding LP, the Elman family will retain control of Medisys and\nits operating entities indefinitely. As a pre-condition of the takeover bid\nbeing made, the holders of Class B Holding LP Units would need to agree to\ntender to the takeover bid. The takeover bid would also be subject to\ncustomary conditions, including due diligence.\n\n\nSince August 24, 2007, CML HealthCare has conducted good faith\ndiscussions with the Elman family to explore a number of potential\ntransactions. These transactions included a non-binding offer for 100% of\nMedisys and a proposal to acquire certain specified assets of Medisys. On\nSeptember 24, 2007, CML HealthCare advised Medisys in writing that, despite\nits desire to explore alternative transactions, it could not engage in any\nfurther discussions as a result of certain required terms and conditions.\n\n\n"We are disappointed that following several weeks of discussions with the\nElman family, it became clear to CML HealthCare that a transaction on\nacceptable terms, including an appropriate and reasonable standsti...