Press release from CNW Group
Amica Mature Lifestyles to acquire majority ownership in Amica at Westboro Park and announces $24.8 million offering of common shares
Tuesday, April 24, 2012
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES/
VANCOUVER, April 24, 2012 /CNW/ - (TSX: ACC) - Amica Mature Lifestyles Inc. ("Amica" or the "Company") is pleased to announce that it has entered into agreements to acquire an additional 73.5% aggregate ownership interest in Amica at Westboro Park, located in Ottawa, Ontario. In connection with this acquisition, the Company is also pleased to announce that it has entered into an agreement with Canaccord Genuity Corp., together with a syndicate of underwriters (the "Underwriters"), to purchase, on a bought deal basis, 2,750,000 common shares ("Common Shares") of the Company at a price of $9.00 per Common Share (the "Offering").
The acquisition of the additional 73.5% ownership interest will bring the Company's ownership position in Amica at Westboro Park to 87.5%. The closing date and effective date for the acquisition is anticipated to be June 1, 2012.
The purchase price to be paid for the acquisition of the 73.5% ownership interest will be approximately $30.72 million, including cash consideration of $7.35 million, and the assumption of the vendors' share of a mortgage on the property and other net liabilities in the amount of approximately $23.37 million.
"Amica at Westboro Park is currently in the late stage of lease-up with occupancy at approximately 82%. Based on an additional 3 net pending move-ins, occupancy is expected to reach 84% by the end of April. We are confident that we will see this community reach stabilized occupancy over the course of the next few months," said Samir Manji, Chairman, President and Chief Executive Officer. "Additionally, we are pleased with the financial performance of Amica at Westboro Park and we look forward to adding Amica at Westboro Park to our growing list of consolidated properties."
Amica at Westboro Park opened in September 2008 and has a total of 137 suites. It is located in the mature and prestigious Westboro community of Ottawa. It represents one of the premier retirement residences in the entire Ottawa market and includes all of the Wellness & Vitality™ design features that represent the Amica brand, including a LUXURA™ Spa, featuring salon services such as manicures, pedicures and massage therapy. Based on the projected fiscal 2013 net operating income, the Company estimates that the capitalization rate to be paid on this transaction is approximately 7% and would be approximately 7.5% upon achieving occupancy of 95%. The community has a first mortgage in place (non CMHC-insured) at an interest rate of 4.00% that matures on December 31, 2012.
Pursuant to the Offering, the Company has agreed to sell 2,750,000 Common Shares, on a bought deal basis to the Underwriters, at a price of $9.00 per Common Share for gross proceeds of $24,750,000. In addition, Amica has granted to the Underwriters an over-allotment option exercisable at any time up to 30 days after closing of the Offering to acquire up to an additional 412,500 Common Shares of the Company. In the event that the over-allotment option is exercised in full, the aggregate gross proceeds of the Offering will be $28,462,500. The net proceeds from the Offering (after deducting the underwriters' fee and estimated Offering expenses) will be used to fund the Amica at Westboro Park acquisition described herein, future acquisition opportunities, capital needs of properties in lease-up and development, future acquisitions of increased ownership positions in existing Amica communities and for general corporate and working capital purposes.
The Common Shares will be offered by way of a short form prospectus to be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, except Quebec, pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.
Closing of the Offering is currently expected to take place on May 15, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities.
About Amica Mature Lifestyles Inc.
Amica Mature Lifestyles Inc., a Vancouver based public company, is a leader in the management, marketing, design, development and ownership of luxury housing and services for mature lifestyles. There are 25 Amica Wellness & Vitality™ Residences, including a recent acquisition that the Company is transitioning to rebrand, one under development and one in pre-development. The common shares of Amica are traded on the Toronto Stock Exchange under the symbol "ACC". For more information, visit www.amica.ca.
This news release contains "forward-looking information" within the meaning of applicable securities laws ("forward-looking statements").
These forward-looking statements are made as of the date of this news release and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as otherwise required by law. Users of forward-looking statements are cautioned that actual results may vary from forward-looking statements contained herein. Forward-looking statements include, but are not limited to: statements concerning the Offering and the purchase price of the acquisition of additional ownership interest in Amica at Westboro Park; the Company's ability to complete the Offering and the acquisition of additional ownership interest in Amica at Westboro Park; the timing for completion of the Offering and the acquisition of additional ownership interest in Amica at Westboro Park; proceeds expected to be raised from the Offering; future financial performance of Amica at Westboro Park; future occupancy at Amica at Westboro Park, including reaching stabilized occupancy over the course of the next few months; the estimated capitalization rates based on projected fiscal 2013 net operating income and upon achieving 95% occupancy; the use of proceeds from the Offering and other similar statements concerning anticipated future events, conditions or results that are not historical facts. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". While the Company has based these forward-looking statements on its expectations about future events as at the date that such statements were prepared, the statements are not a guarantee of the Company's future performance and are subject to risks, uncertainties, assumptions and other factors which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and assumptions include, amongst others, the effects of general economic and market conditions, actions by government authorities, uncertainties associated with legal proceedings and negotiations and misjudgements in the course of preparing forward-looking statements. In addition, there are known and unknown risk factors which could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Known risk factors include, among others, risks related to: capital markets; cost overruns, delays and start-up losses for new real estate developments; the availability of capital to finance growth or refinance debt as it comes due; the ability of seniors to pay for Amica's services; Amica's ability to attract seniors with its services and keep pace with changing consumer preferences; risks inherent in the ownership of real property; operational risks inherent in owning and operating residences; dependence on the ability of Amica's co-tenancy participants to meet their obligations; interest rate volatility in the marketplace; regulatory changes; job actions including strikes and labour stoppages; possible liability under environmental laws and regulations relating to removal or remediation of hazardous or toxic substances on properties owned or operated by Amica; the risks associated with global events such as infectious diseases, extreme weather conditions and natural disasters; foreign exchange rate volatility; as well as those factors discussed in Amica's Annual Information Form dated August 12, 2011, filed with the Canadian Securities Administrators and available at www.sedar.com and in the "Risks and Uncertainties" section of the Company's management's discussion and analysis for three months and nine months ended February 29, 2012, available at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements, or the material factors or assumptions used to develop such forward looking statements, will prove to be accurate. Accordingly, readers should not place undue reliance on forward-looking statements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States unless registered or an applicable exemption from the registration requirements is available.
For further information:
Mr. Art Ayres
Chief Financial Officer
Amica Mature Lifestyles Inc.
Ms. Alyssa Barry
Manager, Investor Communications
Amica Mature Lifestyles Inc.