HealthLease announces unitholder approval of Plan of Arrangement and related matters

TORONTO, Oct. 28, 2014 /CNW/ - HealthLease Properties Real Estate Investment Trust (TSX: HLP.UN) ("HealthLease" or the "REIT") announced today certain matters in connection with the previously announced transactions involving the REIT, HealthLease Canada GP Inc. (the "Company"), Health Care REIT, Inc. and certain of their affiliates (the "Transaction"), including a plan of arrangement under the Business Corporations Act (Alberta).

Unitholder Approval of Plan of Arrangement

HealthLease is pleased to announce that at a special meeting held earlier today, holders of its trust units ("Units") and special voting units overwhelmingly approved the Transaction, with (i) 99.90% of votes cast at the special meeting in favour of the Transaction and (ii) 99.87% of the votes cast at the special meeting in favour of the Transaction by unitholders other than Mainstreet Property Group, LLC and certain of its associates and affiliates. The REIT and the Company will be applying on October 29, 2014 to the Court of Queen's Bench of Alberta (the "Court") for a final order approving the plan of arrangement.

Competition Act Approval

HealthLease also announced that the Competition Bureau has issued a no action letter with respect to the Transaction.

If the approvals of the Court and remaining regulatory authorities are obtained, and the other conditions to the completion of the Transaction are satisfied or waived, it is expected that the Transaction will be completed in November 2014.

Non-Resident Withholding Tax

In connection with the Transaction, a portion of the Units held by each holder will be redeemed by the REIT in consideration for $14.20 per Unit (the "Partial Redemption").  The remaining Units will then be purchased by an affiliate of Health Care REIT, Inc. for $14.20 per Unit.  The REIT currently estimates that approximately 46% of the Units held by each holder will be redeemed.

HealthLease has confirmed that the entire amount paid to a non-resident holder of Units (a "Non-Resident Unitholder") on the Partial Redemption (as well as on the redemption of Dissent Units (as defined in the Circular), if any) will be subject to Canadian Federal withholding tax. HealthLease will remit such tax to the Canada Revenue Agency on behalf of such Non-Resident Unitholders. A Non-Resident Unitholder who is a resident of the U.S. for purposes of the Canada-United States Tax Convention (1980), as amended, and entitled to the applicable benefits thereunder, will be subject to 15% withholding tax; other Non-Resident Unitholders may be subject to a higher blended rate of withholding tax. Non-Resident Unitholders should consult their own tax advisors with regards to the application of income tax conventions and the availability of any foreign tax credits, exemptions or refunds in respect of any Canadian withholding taxes. A non-resident holder of Units generally will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition (rather than the redemption) of Units, unless the Units are "taxable Canadian property" to such Unitholder.  Accordingly, non-resident holders of Units should consult their own tax and investment advisors with respect to the possibility of disposing of Units prior to the Effective Date, rather than pursuant to the Transaction.

The preceding summary is subject to the conditions, limitations, and assumptions contained in "Material Canadian Federal Income Tax Considerations" described in the REIT's management information circular dated September 22, 2014 (the "Circular").  Holders of Units are urged to review the Circular (including the summary of "Material Canadian Federal Income Tax Considerations" set forth therein) and consult their own tax advisors to determine the particular tax effects to them of the Transaction.

Disclaimer

Forward Looking Information

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information may relate to the REIT's future outlook and anticipated events or results. In some cases, forward-looking information can be identified by such terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue", "likely", "schedule", or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to the expected completion of the Transaction and the conditions and consents required with respect thereto.

The REIT has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, financial performance, business strategy and financial needs, including that all conditions precedent to completing the Transaction will be met.

Although the forward-looking statements contained in this press release are based upon assumptions that management of the REIT believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the REIT's control, including, among other things, the risks identified in the REIT's materials filed under the REIT's profile at www.sedar.com from time to time and the risk that the conditions to the Transaction will not be satisfied. The forward-looking statements made in this press release relate only to events or information as of the date hereof. Except as required by applicable Canadian law, the REIT undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

About HealthLease Properties Real Estate Investment Trust

HealthLease Properties Real Estate Investment Trust (TSX: HLP.UN) owns 52 seniors housing and health care facilities – 13 in two Canadian provinces and 39 in eight U.S. states, for a total of 5,224 beds. The REIT has entered into a contract to acquire one additional property and such acquisition is expected to close in 2014. The facilities are leased to experienced tenant operators who have significant operational experience. The leases are structured as long-term and triple-net: features that provide stability and dependability to the REIT's cash flow and distributions. The REIT's best-in-class portfolio meets the growing demands of modern seniors by emphasizing features such as hotel-like design, private rooms and baths and hospitality-inspired amenities. For more information, visit www.hlpreit.com.

About Health Care REIT, Inc.

HCN (NYSE:HCN), an S&P 500 company with headquarters in Toledo, Ohio, is a real estate investment trust that invests across the full spectrum of seniors housing and health care real estate.  The company also provides an extensive array of property management and development services.  As of June 30, 2014, the company's broadly diversified portfolio consisted of 1,224 properties in 46 states, the United Kingdom, and Canada.

SOURCE: HealthLease Properties Real Estate Investment Trust