/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES./
TORONTO, Nov. 6, 2015 /CNW/ - Kingsway Arms Retirement
Residences Inc. ("Kingsway" or the "Company")
(TSX.V: KWA) today announced a reverse takeover
transaction (the "Reverse Takeover"). Pursuant to a
binding commitment letter dated November 5,
2015 (the "Commitment Letter"), the Company has
agreed to acquire from Mainstreet Investment Company, LLC, an
affiliate of Mainstreet Property Group, LLC (including its
affiliates, "Mainstreet"), all of its issued and outstanding
shares of Mainstreet Health Holdings Inc. ("MHI Holdco"), a
newly formed Cayman Islands
corporation, (the "Mainstreet MHI Holdco Shares") for an
implied purchase price of approximately US$15.6 million. The Mainstreet MHI Holdco Shares
will constitute approximately 75% of the issued and outstanding
shares of MHI Holdco (assuming that none of the convertible
debentures of MHI Holdco are exercised prior to the completion of
the Reverse Takeover).
MHI Holdco indirectly acquired a portfolio of 10 senior care
properties on October 30, 2015, and
has agreed to acquire an eleventh senior care property in 2016 (the
eleven properties are referred to as the "Symphony
Portfolio"). The initial 10 properties in the Symphony
Portfolio were acquired for a purchase price of approximately
US$268.4 million, plus approximately
US$7.8 million for expenses, which
was funded by MHI Holdco through the issuance of approximately
US$20.7 million of common shares to
Mainstreet and third party investors, the issuance of approximately
US$108.0 million of convertible
debentures to third party investors, approximately US$142.3 million of senior bank financing, a
US$2.0 million loan from Mainstreet
and negative working capital of approximately US$3.2 million. The purchase price for the
eleventh senior property, located in Hanover Park, Illinois, (the "Hanover Park
Property") which is anticipated to be acquired in early 2016,
will be approximately US$34.1
million, plus expenses, which is expected to be funded
through the issuance of additional common shares (including
pursuant to the Funding Commitment, as defined below) and
convertible debentures of MHI Holdco and senior bank financing.
In consideration for the Mainstreet MHI Holdco Shares, the
Company will issue to Mainstreet approximately 81,160,000 common
shares in the capital of Kingsway ("Common Shares") and
approximately 307,659,850 non-voting shares in the capital of
Kingsway (the "Non-Voting Shares") at an implied price of
US$.04 per share (but, in any event,
no less than CDN$.05 per share). The
effect of the transaction will be a reverse take-over of Kingsway
by Mainstreet, resulting in Mainstreet becoming a new control
person of Kingsway within the meaning of TSX Venture Exchange
("TSX-V") policies. Following completion of the Reverse
Takeover, Mainstreet will own approximately 95% of the outstanding
Common Shares and Non-Voting Shares, in the aggregate.
About the Symphony Portfolio
The Symphony Portfolio consists of ten skilled nursing
properties ("SNF"), comprising a total of 2,335
licensed beds, and one assisted living property ("ALF"),
comprising 120 licensed units. The Symphony Portfolio is located in
Illinois and a majority of the
Properties in the Symphony Portfolio (the "Properties") are
located in the Chicago area.
Concurrently with the acquisition of the Symphony Portfolio by MHI
Holdco, the portfolio was leased under a master lease to a third
party operator on a triple net lease basis. Annual rent in the
first year of the lease will be approximately US$24,200,000 (including rent payable in respect
of the eleventh property to be acquired in 2016), with annual rent
escalators as described below. The Symphony Portfolio includes
excess bed licenses that may be utilized in the future, including
pursuant to the development agreement with Mainstreet (described
below).
The following table provides certain information for each of the
Properties and the related leases:
Name of
Property
|
Location
|
Year
Built(1)
|
Services
Provided
|
Licensed
Beds/Units
|
|
|
|
|
|
Aria
|
Hillside,
IL
|
1997
|
SNF
|
198
|
|
|
|
|
|
Bronzeville
Park
|
Chicago,
IL
|
1977
|
SNF
|
302
|
|
|
|
|
|
The Claremont of
Buffalo Grove
|
Buffalo
Grove, IL
|
1994
|
SNF
|
200
|
|
|
|
|
|
The Claremont of
Hanover Park(2)
|
Hanover
Park, IL
|
2010
|
SNF
|
150
|
|
|
|
|
|
The Imperial of
Lincoln Park
|
Chicago,
IL
|
1903/
1984
|
SNF
|
248
|
|
|
|
|
|
Jackson Square
Skilled Nursing and
Living
|
Chicago,
IL
|
1989
|
SNF
|
234
|
|
|
|
|
|
The Renaissance
at
87th Street
|
Chicago,
IL
|
1998
|
SNF
|
210
|
|
|
|
|
|
The Renaissance
at
Midway
|
Chicago,
IL
|
1998
|
SNF
|
249
|
|
|
|
|
|
Renaissance Park
South
|
Chicago,
IL
|
1975/
2010
|
SNF
|
296
|
|
|
|
|
|
The Renaissance
at
South Shore
|
Chicago,
IL
|
1994
|
SNF
|
248
|
|
|
|
|
|
The Ivy
Apartments
|
Chicago,
IL
|
1903/
1984
|
ALF
|
120
|
|
|
|
|
|
|
|
|
|
2,455
|
(1) Date indicates year built, and, if applicable, the year in
which it was most recently renovated.
(2) Acquisition of The Claremont
of Hanover Park is expected to
close in early 2016.
The Symphony Portfolio is subject to a master lease with an
initial term of 15 years, with three 5-year renewal options. Annual
rental escalators under the master lease provide that annual rent
will escalate at a rate of 1.0% in year one, 1.5% in year two and
at a rate equal to CPI (with a floor rental escalator of 2.25% and
a ceiling rental escalator of 3.0%) for each lease year
thereafter.
Mainstreet Management Agreement and Development
Agreement
The Commitment Letter contemplates that, in connection with the
completion of the Reverse Takeover, the Company will enter into a
management agreement and development agreement with Mainstreet.
Under the management agreement, Mainstreet will be the asset
manager for properties owned by the Company or its subsidiaries,
including the Symphony Portfolio, in consideration for (i) an
annual management fee equal to 0.3% of the annual gross book value
of the assets of the Company and its subsidiaries up to a gross
book value of $1 billion, plus 0.1%
of gross book value in excess of gross book value of $1 billion and (ii) an annual incentive fee equal
to the product of (a) 15% of the Company's adjusted funds from
operation (AFFO) per share in excess of a target to be determined,
and (b) the weighted average number of issued and outstanding
Common Shares and Non-Voting Shares over the applicable Fiscal
Year.
The management and incentive fees will be payable, at
Mainstreet's election (and subject to regulatory approval), in a
combination of shares and/or cash. Mainstreet will also be required
to provide the Company with the services of a Chief Executive
Officer, President, Chief Investment Officer and a Chief Financial
Officer, who will initially be Paul Ezekiel
Turner, Scott White,
Adlai Chester and Scott Higgs, respectively. The management
agreement is for a term of five years and will renew for additional
five-year terms, provided Mainstreet is not in material default on
the renewal date. At such time as the Company has achieved a
fully-diluted market capitalization of $500
million based on the volume weighted average price of the
outstanding shares on a recognized stock exchange over a 20
business day period and the directors of the Company have
determined that it is in the best interest of the Company's
shareholders to internalize management, the management agreement
will terminate (at no additional cost to the Company) and the
management of the Company will be internalized.
Under the development agreement, Mainstreet will be required to
offer the Company, on an annual basis, the opportunity to provide
mezzanine financing for the first $100
million gross book value of developments (which are not
already committed to certain other third parties under existing
agreements with Mainstreet) involving senior care properties that
meet certain criteria, including properties that are to be
triple-net leased to an identified creditworthy tenant. The
Company will have a purchase option to acquire any property in
which it has provided mezzanine financing. In particular, when
a development property is approximately 90% complete and so long as
such property would be accretive to the Company, as determined by
the board of directors of the Company, the fair market value of the
property will be determined by an independent third-party
appraiser. If the acquisition of the property at a price equal
to its appraised fair market value would provide Mainstreet with a
rate of return on investment agreed upon in advance, Mainstreet
will be required to offer to sell the property to the Company for
such price, which will be payable, at Mainstreet's election (and
subject to regulatory approval), in a combination of equity of the
Company or one of its subsidiaries and/or cash. The board of
directors of the Company will determine, in its discretion, whether
to accept the property and, if accepted, Mainstreet will consummate
the sale of the property at the time agreed upon by Mainstreet and
the Company. If a sale of the property at the appraised value
would not provide Mainstreet with the agreed upon return, or if the
board directors of the Company determines not to acquire the
property, Mainstreet will retain the property.
Board and Management
The Commitment Letter provides that, following completion of the
Reverse Takeover, the members of the board of directors (other than
Dan Amadori) and management of the
Company will resign. The new board of directors and management of
the Company will consist of the following individuals:
Paul Ezekiel Turner – Chairman
and Chief Executive Officer: Paul Ezekiel
Turner is the chief executive officer of Mainstreet, which
he founded in 2002. Mr. Turner and his team took the Mainstreet
senior housing and care portfolio public as HealthLease Properties
Real Estate Investment Trust ("HLP") on the Toronto Stock
Exchange in 2012 with an initial public offering of $121 million. Mr. Turner was the chairman and
chief executive officer of HLP. In November
2014, Mainstreet and Welltower Inc. (formerly, Health Care
REIT, Inc.) ("HCN") finalized a $2.3
billion partnership, which, in part, included HCN acquiring
HLP. Mr. Turner is a sought-after speaker and is regularly
interviewed by trade publications and national media outlets,
including Bloomberg TV, CNBC, Fox Business and the Wall Street
Journal. He has received numerous local and national awards. Most
recently, Ernst & Young named Mr. Turner the 2015 Entrepreneur
of the Year for the Ohio Valley region in the real estate design,
construction and lodging category. In 2014, Real Estate Forum
Magazine named Mr. Turner to its "50 Under 40" class. Mr. Turner
graduated cum laude from Taylor
University, where he earned bachelor's degrees in both
international business (with finance and economic concentrations)
and business administration/systems.
Dan Amadori – Director:
Dan Amadori founded Lamerac
Financial Corp. in November 1988,
positioned as a mid-market M&A and corporate finance advisory
services firm. Since inception, Lamerac has successfully completed
transactions across North America,
South America and Europe in a wide cross-section of industries.
Between 1985 and 1988, Mr. Amadori served as president of a
private, Toronto-based
communications and advertising company, which he grew through a
series of strategic acquisitions. He led the sale of that business
to a major international public company in 1987. Between 1974 and
1985, Mr. Amadori worked in the Toronto office of Arthur Andersen & Co.,
Chartered Accountants, during which time he practiced in the audit,
tax and restructuring divisions and also led their Canadian M&A
practice for several years. Mr. Amadori graduated from McGill University in 1972 and received a Master's
in Business Administration from the Ivey School of Business in
1974. He is a Canadian Chartered Accountant and completed his ICD.D
certification at the Rotman School of Business in 2010. Over the
past two decades, Mr. Amadori has served as a director of multiple
Canadian and United States-based
public and private companies in the technology, energy, industrial
and health care sectors and he has served as chair of the board of
directors of Kingsway since 2011. Mr. Amadori has also served as a
director of many not-for-profit organizations including,
amongst others, the Association for Corporate Growth, Prostate
Cancer Canada, the Markham Stouffville Hospital and Huron
University College.
Brad Benbow – Director: Brad
Benbow is the chairman and chief executive officer of JDA, a
national, full-service advertising, strategy, media and branding
agency, which he co-founded in 2005. With more than 10 years at
JDA, Mr. Benbow has worked intimately on many national accounts,
designing and implementing multi-year strategic marketing plans for
Fortune 500 clients, including former telecommunications giant
Ameritech. Prior to joining JDA, Mr. Benbow co-founded Rutter
Communications Network, the top-producing cable advertising sales
firm in the country. Mr. Benbow graduated from Wabash College, where he earned a bachelor's degree
in economics. He currently serves on the board of directors of
Answers in Genesis and is a former board member of both Habitat for
Humanity and Warner University.
Rob Dickson – Director:
Rob Dickson has over 30 years of
business strategy, operations, M&A, legal and board experience.
Currently, Mr. Dickson is the managing partner of R&D Venture
Partners, a strategic advisor to marketing and communications
companies, particularly in the digital space. Previously, Mr.
Dickson was the managing director of MDC Partners Inc. ("MDC") (the
parent company of 50 leading advertising and marketing
communication companies in North
America). During his tenure, Mr. Dickson was instrumental in
overseeing several large acquisitions, helping to transform MDC
into the seventh-largest marketing communications firm in the
world. Mr. Dickson received a bachelor of arts degree from
University College, Oxford and a
bachelor of laws degree from the University of
Toronto. He was a practicing corporate lawyer for 17 years.
Mr. Dickson is a trustee and chair of the audit committees for both
H&R REIT and Edgefront REIT. He is also an investor in and
advisor to numerous companies in the ad tech space.
Shaun Hawkins – Director:
Shaun Hawkins is the founder of the
ProSyte Companies, a diversified holding entity investing in
businesses and real estate in the United
States midwest, as well as communications and infrastructure
entities in West Africa. From 2012
until his departure in 2015, Mr. Hawkins was vice president of new
ventures and private equity investing at Eli Lilly and Company
("Eli Lilly"). In this capacity, Mr. Hawkins was responsible for
Eli Lilly's venture capital, private equity and venture formation
activities, managing over $1.5
billion. Mr. Hawkins joined Eli Lilly in 2001 and held
various roles in sales and corporate business development at the
company. In 2010, Mr. Hawkins was promoted to chief diversity
officer to lead the development and implementation of Eli Lilly's
global diversity and inclusion strategy. Mr. Hawkins graduated
magna cum laude with a bachelor's degree in business from the
University of Tennessee in 1995, and
earned a master's degree in business administration from the
Kellogg School of Management at Northwestern
University in 2000. Mr. Hawkins currently serves on the
ImmuneWorks, Inc. board of directors as well as the advisory
council of the Indianapolis Recorder Newspaper. He was previously
the board chair for Audion Therapeutics, B.V. (Netherlands) and Muroplex Therapeutics, Inc.
(U.S.) as well as a board member of the Accelerator Corporation
(U.S.) and Zymeworks, Inc (Canada). He was also a member of the limited
partner advisory committees of BioCrossroads' Indiana Enterprise
Fund (U.S.), Epidarex Capital (U.K.), the Indiana Future Fund/INext
Fund (U.S.) and TVM Capital (Canada and Germany).
Richard Turner – Director:
Richard Turner is president and
chief executive officer of TitanStar Investment Group Inc., a
private company engaged in the provision of private equity capital
to mid-market businesses and capital for real estate developments
and acquisitions. Mr. Turner previously served on both the
organizing and audit committees of the Vancouver 2010 Olympic and Paralympic Winter
Games. He has also previously acted on the boards of the Insurance
Corporation of British Columbia,
the British Columbia Lottery Corporation, HLP, Sunrise Senior
Living REIT, the Vancouver Board
of Trade, the British Columbia Business Council and the operating
subsidiary of IAT Air Cargo Facilities Income Fund, a business
involved in the development and management of real estate at
airports. In 2003, he received the H.R.H. Queen Elizabeth's
Golden Jubilee Award. Mr. Turner
holds a bachelor of commerce in finance from the University of British Columbia, a diploma from the
Canadian Securities Institute and has earned a ICD.D designation
from the Institute of Corporate Directors. Mr. Turner currently
serves on the boards of several public and private companies,
including Pure Industrial Real Estate Trust, WesternOne Inc., the
Vancouver Fraser Port Authority and TitanStar Properties Inc. He
also serves as the honorary consul for the Hashemite Kingdom of
Jordan in Vancouver.
Katherine C. Vyse – Director:
Katherine C. Vyse is an accomplished
senior business executive with over 25 years of diverse experience,
including real estate, infrastructure, renewable power, asset
management/private equity, retail and financial services. Ms. Vyse
retired from Brookfield Asset Management in June 2013 as a partner and a senior vice
president of investor relations after more than a decade at the
firm. Her career experience also includes management roles in
communications, human resources and consulting at a major
North American real estate company and one of Canada's largest financial institutions as
well as Ryerson University, where she
taught marketing. Ms. Vyse is currently providing investor
relations and communications advice and counsel to select clients
and is a guest speaker at conferences and post-secondary
institutions. Ms. Vyse holds a master's in business administration
from the Richard Ivey School of Business, a bachelor of arts from
the University of Western Ontario and a
diploma in retail management from Sheridan
College. In addition, she earned the Institute of Corporate
Director's, ICD.D designation and the Canadian Securities
Institute's CSC. She was also awarded the Canadian Investor
Relations Institute 2014 Award of Excellence in Investor Relations
and named one of Canada's 100 Most
Powerful Women. Ms. Vyse is a member of the board of directors of
the Royal LePage Shelter Foundation. She is a former member of the
Brookfield Partners Foundation, as well as both the national and
Ontario boards of the Canadian
Investor Relations Institute.
Scott White – President:
Scott White will serve as the
president of the Company, responsible for the day-to-day operations
and overall strategy. Mr. White joined the Mainstreet team in 2013
and was previously an executive vice president with HLP. Prior to
joining Mainstreet, Mr. White spent over 15 years on Wall Street.
Most recently, Mr. White served as a senior vice president in the
private funds group of Brookfield Asset Management, where he was
responsible for raising capital for various alternative asset
vehicles across real estate, private equity and infrastructure. His
career experience also includes a tenure as director and head of
deal management at Citigroup's alternatives distribution group. At
Citigroup, he advised clients on alternative capital raising
activities in private equity, real estate, hedge and infrastructure
funds. Mr. White was responsible for executing 25 capital raising
assignments at over $30 billion.
Before focusing his career on alternative assets, he was part of
the healthcare group at Citi's Investment Bank, working with
clients in the healthcare sector on M&A and capital raising
assignments. He began his career in public accounting as an auditor
for PricewaterhouseCoopers. Mr. White earned a bachelor's degree
with highest honors in political science and journalism from
Rutgers University. He received his
master's in business administration from Rutgers Graduate School of
Management and his law degree from the University of Pennsylvania Law School. He is a
certified public accountant, is admitted to the bars of
New York and New Jersey, and holds securities industry
FINRA licenses Series 7, 24 and 63.
Adlai Chester – Chief Investment
Officer: Adlai Chester joined the
Mainstreet team in April 2009 and
will be the chief investment officer of the Company, overseeing
investment policy and strategy for the company. Mr. Chester was
previously the chief financial officer of HLP. Mr. Chester began
his career in public accounting, working as an auditor with
PricewaterhouseCoopers and Whitinger & Company, LLC. He then
left public accounting and served as the chief financial officer
for a telecommunications company where he was instrumental in the
sale of one of its most profitable divisions to Comcast. During his
time as chief financial officer, he played a significant role in
business development, cost and cash management, and oversaw the
accounting and human resource departments. Mr. Chester was a
faculty member in the accounting department at Ball State University for several years. His main
focus was managerial accounting and financial statement analysis.
He has received several awards. Most recently, the Indianapolis
Business Journal named Mr. Chester to its 2015 "Forty Under 40"
class. In 2014, the Indianapolis Business Journal named Mr. Chester
Chief Financial Officer of the Year for private companies under
$100 million in revenue. Mr. Chester
obtained bachelor's and master's degrees in accounting from
Ball State University.
Scott Higgs – Chief Financial
Officer: Scott Higgs joined the
Mainstreet team in 2013 and will serve as the chief financial
officer for the Company, responsible for the financial oversight
and accounting policies of the company. Since starting with
Mainstreet, Mr. Higgs has arranged almost one billion dollars of debt financing, and has
assisted in raising significant equity and mezzanine financing.
Prior to joining Mainstreet, Mr. Higgs was a senior manager in the
audit practice at KPMG LLP, where he served a variety of
industries, including real estate, software and manufacturing. He
has significant experience working with public companies and has
assisted in multiple initial public offerings. Mr. Higgs earned his
bachelor's degree in accounting, with highest honors, from
Butler University. He is a certified
public accountant and a member of the AICPA. He is the chairman of
the board of directors of Play Ball Indiana and is a committee
member for the Alzheimer's Association of Indiana.
Definitive Purchase Agreement and Other Conditions
The Commitment Letter is conditional on (i) the parties entering
into a definitive purchase agreement that contains customary
representations and warranties, covenants and conditions for a
transaction of this kind, including (among others) those described
below, and (ii) the directors, executive officers and certain
shareholders of Kingsway, who in the aggregate beneficially own at
least 43% of the outstanding common shares of Kingsway (on a
non-diluted basis), having agreed pursuant to voting and support
agreements to vote their common shares in favour of the Reverse
Takeover.
Shareholders will be asked to approve the Reverse Takeover at a
special meeting of shareholders. The definitive purchase agreement
will provide that completion of the Reverse Takeover will be
subject to a number of conditions, including but not limited to,
approval by the TSX-V and the shareholders of Kingsway, certain
approval rights in favour of the security holders (other than
Mainstreet) of MHI Holdco not having been exercised, execution of
the management agreement and development agreement, there not
having been a material adverse effect in respect of the Company and
other conditions that are customary for a transaction of this kind.
The Reverse Takeover cannot close until the required shareholder
approval is obtained. There can be no assurance that the Reverse
Takeover will be completed as proposed or at all.
The definitive purchase agreement will also provide that, at the
meeting to approve the Reverse Takeover, shareholders will also be
asked to consider a number of additional items in connection with
the Reverse Takeover, including, among other things: (i) the
consolidation of Common Shares on the basis of one
post-consolidation Common Share for every 200 pre-consolidation
Common Shares (provided that the consolidation will not be effected
until such time that the Company would meet the distribution
requirements under the TSX-V rules on a post-consolidation basis);
(ii) the change of the Company's name from "Kingsway Arms
Retirement Residences Inc." to "Mainstreet Health Investments
Inc."; (iii) the amendment of the authorized capital of Kingsway to
create a new class of Non-Voting Shares; (iv) the continuation of
the Company from Ontario into
British Columbia; (v) the approval
of a restricted share unit plan and deferred share unit plan of the
Company; (vi) the removal of the existing auditors of the Company
and the appointment of new auditors of the Company; (vii) the
issuance of Common Shares and/or Non-Voting Shares to Mainstreet
pursuant to the Management Agreement; (viii) the issuance of Common
Shares and/or Non-Voting Shares to the shareholders of MHI Holdco
(other than Mainstreet) in exchange for their shares of MHI Holdco,
on the same basis as the issuance of the Common Shares and
Non-Voting Shares to Mainstreet pursuant to the Reverse Takeover
and (ix) the assumption by the Company of Mainstreet's obligation
to fund approximately US$1.97 million
of the purchase price for the Hanover Park Property and, to the
extent that the Company requires funding to satisfy such
obligation, the issuance of Common Shares and/or Non-Voting Shares
to Mainstreet at a price of US$.04
per share (but, in any event, no less than CDN$.05 per share) (the "Funding
Commitment").
Following the Reverse Takeover, all of the Company's assets will
be located in the United States.
As such, the Company intends to change its TSX-V listing from a
Canadian dollar listing to a US dollar listing, subject to approval
of the TSX-V.
BMO Capital Markets is acting as financial advisor to Mainstreet
on the Reverse Takeover and the acquisition of the Symphony
Portfolio. KeyBank Capital Markets LLC and National Bank Financial
Markets acted as Joint Lead Arrangers and Joint Book Runners and
KeyBank National Association acted as Administrative Agent on the
senior credit facility in connection with the acquisition of the
Symphony Portfolio.
Investors are cautioned that, except as disclosed in the
Management Information Circular to be prepared in connection with
the Reverse Takeover, any information released or received with
respect to the Reverse Takeover may not be accurate or complete and
should not be relied upon. Trading the securities of Kingsway
should be considered highly speculative.
Kingsway and Mainstreet intend to apply to the TSX-V for an
exemption or waiver of the sponsorship requirements under the
applicable rules of the TSX-V. There is no guarantee that such
exemption or waiver will be granted.
About Mainstreet
Mainstreet is a national company specializing in real estate
development, value investments and health care. As the nation's
largest developer of transitional care properties, Mainstreet has
been recognized by Senior Housing News, winning the Architecture
& Design Award in 2013 and 2014, and has been named to the Inc.
500/5000 five times since 2010. For additional information, visit
www.mainstreetinvestment.com. Mainstreet Investment Company, LLC is
an Indiana limited liability
company controlled by Paul Ezekiel
Turner, a resident of Indiana.
Completion of the Reverse Takeover is subject to a number of
conditions, including TSX-V acceptance and disinterested
shareholder approval. The Reverse Takeover cannot close until the
required shareholder approval is obtained. There can be no
assurance that the Reverse Takeover will be completed as proposed
or at all.
Neither the TSX-V nor any securities regulatory authority has in
any way passed upon the merits of the Reverse Takeover described in
this press release.
Neither the TSX-V nor its Regulation Services Provider (as that
term is defined in the policies of the TSX-V) accepts
responsibility for the adequacy or accuracy of this news
release.
Forward-Looking Statements
Certain information in this press release contains
forward-looking statements or information ("forward looking
statements"), including details about the Reverse Takeover. By
their nature, forward-looking statements are subject to numerous
risks and uncertainties, some of which are beyond the Company's
control, including the impact of general economic conditions,
industry conditions, currency fluctuations, environmental risks,
operational risks, competition from other industry participants,
stock market volatility, the risks that the parties will not
proceed with the Reverse Takeover, that the conditions for
completion of the Reverse Takeover will not be satisfied or waived,
that the conditions for completion of the acquisition of the
Hanover Park Facility by MHI Holdco will not be satisfied or
waived, that the ultimate terms of the Reverse Takeover will differ
from those that are currently contemplated and the ability to
access sufficient capital from internal and external sources.
Although the Company believes that the expectations in its
forward-looking statements are reasonable, its forward-looking
statements have been based on factors and assumptions concerning
future events which may prove to be inaccurate. Those factors and
assumptions are based upon currently available information. Such
statements are subject to known and unknown risks, uncertainties
and other factors that could influence actual results or events and
cause actual results or events to differ materially from those
stated, anticipated or implied in the forward-looking statements.
Accordingly, readers are cautioned not to place undue reliance on
the forward-looking statements, as no assurance can be provided as
to future results, levels of activity or achievements. Risks,
uncertainties, material assumptions and other factors that could
affect actual results are discussed in our public disclosure
documents available at www.sedar.com. Furthermore, the
forward-looking statements contained in this document are made as
of the date of this document and, except as required by applicable
law, the Company does not undertake any obligation to publicly
update or to revise any of the included forward-looking statements,
whether as a result of new information, future events or otherwise.
The forward-looking statements contained in this document are
expressly qualified by this cautionary statement.
SOURCE Kingsway Arms Retirement Residences Inc.