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Press release from PR Newswire

NorthWest announces offer to acquire GT Canada Medical Properties REIT and sale of its medical office portfolio to NorthWest Healthcare Properties REIT

Tuesday, April 17, 2012

NorthWest announces offer to acquire GT Canada Medical Properties REIT and sale of its medical office portfolio to NorthWest Healthcare Properties REIT14:05 EDT Tuesday, April 17, 2012 Please note that this release is being reissued for NorthWest Healthcare Properties REIT. TORONTO, April 17, 2012 /PRNewswire/ - NorthWest Value Partners Inc. ("NorthWest") today has announced that it has received the unanimous support of the Board of Trustees of GT Canada Medical Properties REIT (TSX-V: MOB.UN) ("GT Canada") to make an offer to acquire 100% of the trust units (the "Units") of GT Canada at a price of $2.05 per Unit in cash (the "Offer Price"). The Offer Price is subject to anti-dilution adjustments based on the results of the GT Canada rights offering announced on March 12, 2012 (the "Rights Offering"). If pursuant to the Rights Offering no rights are exercised, the Offer Price will remain at $2.05 per Unit, whereas if 100% of the rights are exercised, the Offer Price will be adjusted to $1.87 per Unit. Northwest's offer is conditional upon at least 66 2/3% of the Units (on a fully-diluted basis) being validly deposited under the offer and not withdrawn. Full details of the offer will be included in the formal offer and takeover bid circular that will be mailed to GT Canada Unitholders. The offer represents a premium of 61.4% to GT Canada's closing Unit price on April 13, 2012, and offers all GT Canada Unitholders a liquidity event. Following successful completion of the foregoing transaction, NorthWest will sell GT Canada's existing portfolio of eleven medical office buildings all of which are located in Ontario, as well as a 25,313 square foot fully leased medical office building in Port Hope, Ontario, the acquisition of which GT Canada intends to close on May 1, 2012 (collectively, the "GT Canada Portfolio") to NorthWest Healthcare Properties Real Estate Investment Trust ("NorthWest Healthcare Properties REIT") (TSX: NWH.UN) for $87.3 million, which represents a valuation consistent with the NorthWest offer to GT Canada unitholders. Following the sale of the GT Canada Portfolio to NorthWest Healthcare Properties REIT, NorthWest intends to reconfigure GT Canada to support its international healthcare real estate initiatives, which currently include significant investments in Australia / New Zealand, Brazil and Germany. Peter Riggin, CEO - NorthWest Healthcare Properties REIT, stated "We are excited about this prospective transaction, since the GT Canada properties are all multi-tenant medical office buildings that are a strategic fit with our portfolio.  It is rare that the opportunity exists to purchase a portfolio of medical office buildings, and we are pleased to be able to do so to further solidify our presence in the important Ontario market." GT Canada's Portfolio will consist of twelve medical office buildings located in central and southern Ontario, comprising approximately 280,000 square feet of rentable area and over 170 tenants.  The buildings are approximately 98% leased and are all specialized medical office buildings, with almost all of the tenancies being healthcare related.  The leasing profile of the GT Canada Portfolio is similar to the NorthWest Healthcare Properties REIT portfolio in terms of average tenant lease term and average minimum net rent. The purchase price payable by NorthWest Healthcare Properties REIT for the GT Canada Portfolio will be satisfied by the assumption of approximately $49.5 million of mortgage debt, the issuance of NorthWest Healthcare Properties REIT units to GT Canada (at GT Canada's option) and by cash funded from internal NorthWest Healthcare Properties REIT resources. The acquisition is expected to close in the third quarter and be accretive. The acquisition and potential issuance of NorthWest Healthcare Properties REIT units to GT Canada is subject to TSX and other regulatory approvals. This press release may contain forward-looking statements with respect to NorthWest or Northwest Healthcare Properties REIT, its operations, strategy, financial performance and condition.  These statements generally can be identified by use of forward-looking words such as "may", "will", "expect", "estimate", "anticipate", "intends", "believe", or "continue" or the negative thereof or similar variations. NorthWest or NorthWest Healthcare Properties REIT's actual results and performance discussed herein could differ materially from those expressed or implied by such statements.  Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transactions contemplated herein are completed.  Important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, changes in government regulations and the factors described under "Risk Factors" in Northwest Healthcare Properties REIT's Prospectus and the risks and uncertainties set out in the MD&A which are available on www.sedar.com. These cautionary statements qualify all forward-looking statements attributable to NorthWest or Northwest Healthcare Properties REIT and persons acting on its behalf.  Unless otherwise stated, all forward-looking statements speak only as of the date of this press release, and, except as expressly required by applicable law, NorthWest nor Northwest Healthcare Properties REIT assumes no obligation to update such statements. About NorthWest Value Partners Inc. NorthWest Value Partners Inc. ("NorthWest") is a private real estate investment firm based in Toronto, Canada. Since 1992, NorthWest has established an exceptional track record of successfully acquiring, developing, operating and building value in real estate across Canada and internationally.  NorthWest has a significant focus in healthcare real estate including founding NorthWest Healthcare Properties REIT which is focused on the Canadian market and NorthWest International Healthcare Properties which is focused on international markets, including Australia/New Zealand, Brazil and Germany. Currently, NorthWest has investments in C$2.5 billion of healthcare real estate assets and developments and is focused on accretively growing its portfolio in each of these markets. For further information, please contact: Paul Dalla Lana, President (416) 366-8300 ext. 223 About NorthWest Healthcare Properties Real Estate Investment Trust NorthWest Healthcare Properties Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario, which holds a portfolio of 62 income-producing properties, with a focus on medical office buildings and healthcare real estate, comprising approximately 4.2 million square feet of gross leasable area located in British Columbia, Alberta, Ontario, Québec, Nova Scotia and New Brunswick. For further information, please contact: Peter Riggin, CEO, (416) 366-2000 ext. 224, or www.nwhp.ca SOURCE NorthWest Healthcare Properties Real Estate Investment TrustFor further information: <p> Paul Dalla Lana, President (416) 366-8300 ext. 223; Peter Riggin, CEO, (416) 366-2000 ext. 224, or <a href="http://www.nwhp.ca/">www.nwhp.ca</a> </p>