TORONTO, May 31, 2021 /CNW/ - NorthWest Healthcare Properties Real Estate Investment Trust (the "REIT") (TSX: NWH.UN) today announced that it has acquired an approximate 5.1% direct interest in Australian Unity Healthcare Property Trust ("AUHPT") under its previously announced put and call option arrangements (the "Options") with Hume Partners Pty Ltd.
Concurrently, the REIT and a capital partner (collectively the "Bidding Consortium") have made an all-cash offer to acquire 100% of the outstanding units of AUHPT that the REIT does not already own at a price of A$2.55 per Wholesale Unit, A$2.61 per Retail Unit and A$1.62 per Class A unit (collectively, the "AUHPT Units") under a trust scheme (the "Proposed Transaction"). The Proposed Transaction, which remains subject to AUHPT unitholder approval as described below, implies a total equity value for AUHPT of $2.0 billion (A$2.1 billion) and an enterprise value of $2.6 billion (A$2.7 billion) including existing debt of $587 million (A$618 million). The Proposed Transaction represents an approximate 30% premium and 16% premium to AUHPT's unaffected unit price as of February 17, 2021 and current unit price, respectively.
Including the REIT's directly held units, the Bidding Consortium currently owns 5.1% of the aggregate value of issued and outstanding AUHPT Units and has Options over an additional 11.1% for a total beneficial ownership of 16.2%, which makes it AUHPT's largest beneficial unitholder and reduces the prospect of a superior proposal emerging.
The Proposed Transaction, which has been deemed to be fair and reasonable by an independent expert commissioned by the REIT, is subject only to limited conditions on the part of AUHPT, including AUHPT unitholder approval as described below, with the Bidding Consortium having already received Australian Foreign Investment Review Board ("FIRB") approval.
The Bidding Consortium is fully funded with respect to the Proposed Transaction, having received debt and equity commitments for 100% of its funding requirement. The REIT expects to fund its portion, which is consistent with its existing Australian JV arrangements, of the total equity value of AUHPT with a combination of existing liquidity and committed new debt facilities received in connection with the Proposed Transaction.
The Bidding Consortium has called a meeting of AUHPT unitholders to be held on Thursday July 1, 2021 at 10:00am AEST in Melbourne, Australia (the "Scheme Meeting"). At the Scheme Meeting, AUHPT unitholders will have the opportunity to vote on the Proposed Transaction. If 75% of the value of the AUHPT units are voted in favour of the Proposed Transaction by AUHPT unitholders that are entitled to vote, the Proposed Transaction will be approved. If approved, completion of the Proposed Transaction is expected to occur in July 2021.