TORONTO, Aug. 4, 2015 /CNW/ - Regal Lifestyle Communities Inc. ("Regal") (TSX:RLC) is pleased to announce that Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis") have both recommended that Regal's shareholders ("Shareholders") vote FOR the special resolution to approve the statutory plan of arrangement (the "Arrangement") involving Regal, Revera Inc., Health Care REIT, Inc. and HCN-Revera Joint Venture ULC to be implemented pursuant to the arrangement agreement entered into on June 17, 2015 (the "Arrangement Agreement"). The special resolution will be considered at the upcoming special meeting of Shareholders to be held on August 18, 2015 at 10:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, 199 Bay Street, Commerce Court West, Suite 5300, Toronto, Ontario.
"We are pleased to see that two leading independent proxy advisory firms have recommended that our shareholders vote FOR the transaction. Regal's board of directors and management believe that the transaction provides a very attractive opportunity for Regal's shareholders to receive certainty of value and immediate liquidity at a substantial premium to the market price of Regal's common shares prior to the announcement of the transaction," said Mr. Simon Nyilassy, President and CEO of Regal.
The Board of Directors of Regal unanimously recommends that Shareholders vote FOR the special resolution to approve the Arrangement. Shareholders are reminded to vote prior to the proxy cut-off time at 10:00 a.m. (Toronto time) on August 14, 2015. For more information and assistance with voting, please contact Shorecrest Group Ltd., which is acting as proxy solicitation agent and may be contacted by telephone at 1-888-637-5789 (toll free in North America) or 1-647-931-7454 (collect outside North America) or by email at contact@shorecrestgroup.com. For further information regarding the Arrangement and the special meeting, we encourage all Shareholders to read the Management Information Circular with respect to the Arrangement, which was mailed to Shareholders of record as of July 8, 2015 and is also available on SEDAR at www.sedar.com.
Regal also is pleased to announce that the Competition Bureau has issued a "no-action letter" with respect of the Arrangement. The receipt of the "no-action letter" from the Competition Bureau constitutes the necessary "Competition Act Approval" under the Arrangement Agreement. Completion of the Arrangement remains subject to certain other customary closing conditions, including approval by the Shareholders, court approval and certain other regulatory approvals in Canada.
About ISS
ISS is the world's leading provider of corporate governance solutions to the global financial community. More than 1,700 institutional clients rely on the expertise of ISS to help them make more informed investment decisions on behalf of their shareholders.
About Glass Lewis
Glass Lewis is a leading, independent, governance analysis and proxy voting firm, serving more than 900 institutional investors globally. Glass Lewis focuses their research on the long-term financial impact of investment and proxy vote decisions and assists institutional investors to make sound decisions by uncovering and assessing governance, business, legal, political and accounting risks.
About Regal
Regal Lifestyle Communities Inc. is a corporation incorporated under the laws of the Province of Ontario which owns a portfolio of retirement communities offering a continuum of care from independent serviced living to a full range of assisted living programs. Regal's portfolio is comprised of 23 private pay retirement communities, consisting of over 3,600 suites, primarily located in the Province of Ontario and including communities located in each of the Provinces of British Columbia, Saskatchewan, Quebec and Newfoundland and Labrador.
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 Arrangement and expectations regarding whether the Arrangement will be consummated, including whether conditions to the consummation of the Arrangement will be satisfied or the timing for completing the Arrangement. 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 Shareholders, court approval and certain regulatory approvals in Canada, failure of the special resolution to be approved; 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 Arrangement. Additional risks and uncertainties regarding Regal 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.
SOURCE Regal Lifestyle Communities Inc.
