October 4, 2010
CALGARY, ALBERTA – Parkbridge Lifestyle Communities Inc. (“Parkbridge“) (TSX – PRK) announced today that it has entered into an arrangement agreement (the “Arrangement Agreement“) with British Columbia Investment Management Corporation and its wholly-owned subsidiary, 1561609 Alberta Ltd. (collectively, “bcIMC“).
Pursuant to the Arrangement Agreement, bcIMC will acquire all of the issued and outstanding common shares (the “Common Shares“) of Parkbridge by way of a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement“) for consideration of $7.30 in cash per Common Share. The Arrangement values Parkbridge at approximately $790 million, including net debt. The consideration per Common Share represents a 35% premium to the volume weighted average trading price of the Common Shares for the 30 trading days ended October 1, 2010 and a premium of approximately 30% over the closing price of the Common Shares on October 1, 2010.
The Board of Directors of Parkbridge (the “Parkbridge Board“) has unanimously approved the Arrangement. Canaccord Genuity Corp., Parkbridge’s financial advisor, has provided the Parkbridge Board with its opinion that, as of the date hereof, the consideration to be received by Parkbridge’s shareholders pursuant to the proposed Arrangement is fair, from a financial point of view. All of the members of the Parkbridge Board and Parkbridge’s executive officers, who collectively own approximately 31.7% of the outstanding Common Shares, have confirmed their intention to vote their Common Shares in favour of the Arrangement in accordance with the terms of the support agreements entered into with bcIMC in respect of the Arrangement.
Completion of the Arrangement is subject to a number of conditions including, but not limited to, the approval of at least 66⅔% of the votes cast in person or by proxy at a special meeting of Parkbridge’s shareholders, as well as customary court, regulatory and other approvals. The special meeting of Parkbridge shareholders is expected to be held in late November, 2010. An information circular in connection with the Arrangement will be mailed to Parkbridge shareholders in late October. The Parkbridge Board unanimously recommends that shareholders vote in favour of the Arrangement. Closing will occur no earlier than January 4, 2011. As a result, Parkbridge shareholders are expected to receive the next quarterly dividend payable by Parkbridge in December 2010.
Under the Arrangement Agreement, Parkbridge has agreed that it will not solicit or initiate any discussions concerning the pursuit of any other acquisition proposals subject to certain conditions. Parkbridge has also agreed to pay a termination fee of $13.5 million to bcIMC in certain circumstances. In addition, bcIMC has the right to match any competing superior proposal for Parkbridge in the event such proposal is made.
In connection with this transaction, Canaccord Genuity Corp. acted as financial advisor to Parkbridge and CIBC World Markets Inc. acted as financial advisor to bcIMC. In addition, Macleod Dixon LLP acted as legal advisor to Parkbridge and Lawson Lundell LLP acted as legal advisor to bcIMC.
Parkbridge is one of Canada’s leading owners, operators and developers of land lease residential communities and seasonal recreational resorts. The portfolio is concentrated in the provinces of Ontario, Alberta, Quebec and British Columbia. Parkbridge is listed on the Toronto Stock Exchange under the symbol “PRK” and its head office is in Calgary, Alberta. Additional information relating to Parkbridge may be found on SEDAR at www.sedar.com.
bcIMC is an investment management corporation based in Victoria, British Columbia, that manages a global investment portfolio valued at over $80 billion. Supported by industry-leading expertise, bcIMC invests in all major asset classes, including infrastructure and other strategic types of assets. bcIMC’s clients include public sector pension plans, public trusts, WorkSafeBC and insurance funds. For more information, visit www.bcimc.com.
Certain statements included or incorporated by reference in this news release constitute forward- looking statements or forward-looking information under applicable securities legislation. Forward- looking statements or information typically contain statements with words such as “anticipate”, “believe”, “expect”, “forecast”, “plan”, “intend”, “estimate”, “propose”, or similar words suggesting future outcomes or statements regarding an outlook. Although Parkbridge believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Parkbridge can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by Parkbridge and described in the forward-looking statements or information. The forward-looking statements or information contained in this news release are made as of the date hereof and Parkbridge undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward looking statements or information contained in this news release are expressly qualified by this cautionary statement.