Amica Mature Lifestyles Inc. and BayBridge Seniors Housing Inc. have entered into an agreement pursuant to which BayBridge will acquire Amica, owner and operator of 26 luxury seniors residences across 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.”
“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 and will require the approval of, among others, the holders of at least 66 2/3 per cent of the common shares of Amica, present in person or represented by proxy at a special meeting of Amica shareholders 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 per cent 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 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.
