KITCHENER, Ontario, December 2, 2010 /Canada NewsWire/ - Schlegel Health Care Inc. ("Schlegel Health Care"), a wholly owned indirect subsidiary of RBJ Schlegel Holdings Inc. announced the final results of its offer to purchase (the "Offer") all of the outstanding common shares of The Homewood Corporation ("Homewood'), other than shares beneficially owned or over which control or direction is exercised by Schlegel Health Care or its affiliates, for $68.00 in cash per common share, which expired at 5:00 p.m. (Toronto time) on December 1, 2010.
Based on the final report of the depository, 1,898,264 common shares were properly tendered to the Offer. The shares deposited to the Offer represent 94.9% of the outstanding shares of Homewood not already owned by Schlegel Health Care or its affiliates. As all conditions to the Offer have been satisfied or waived, Schlegel Health Care has taken up and accepted for payment all of the shares validly deposited. Schlegel Health Care and its affiliates now own 1,924,564 shares of Homewood or approximately 96.2% of the outstanding shares of Homewood. Payment will be made on or before December 6, 2010, to CIBC Mellon Trust Company, as depository, for payment to Homewood shareholders who have validly deposited their shares under the Offer.
Homewood also announced today that it plans to convene a shareholders' meeting of Homewood as soon as practicable to approve a Subsequent Acquisition Transaction as described in the Take-Over Bid Circular dated October 26, 2010, to enable Schlegel Health Care to acquire the remainder of the shares not tendered to the Offer. With the completed purchase of all shares, the total purchase price will be $136-million for Homewood including all of its subsidiaries.
The Homewood Corporation includes both Homewood Health Centre and Homewood Human Solutions. Homewood Health Centre is a nationally renowned mental health and addiction facility founded in 1883. The health centre provides highly specialized psychiatric and addiction treatment for all Canadians. Homewood Human Solutions is a nationwide EAP/disability company, formerly Wilson-Banwell based in Vancouver. Human Solutions has experienced rapid growth in recent years and now has offices in most major cities from Vancouver to Halifax. Its head office will remain in Vancouver under the new ownership. The expertise and core strength of mental health and addiction treatment of both organizations has led to the creation of the Homewood Disability Treatment Program, providing in-patient and out-patient assessment and treatment for addictions and mood disorders. The Schlegels are pleased with all these components of the acquisition as it represents significant growth potential. These services are treatment based and designed to get employees back to work more quickly, thereby improving Canadian productivity and competitiveness.
"We are truly excited about joining with the Homewood group of companies and continuing the tradition of excellence in improving the lives of Canadians," said Dr. Ron Schlegel, Chairman of RBJ Schlegel Holdings Inc. "We respect Homewood's national reputation and dedication to mental health and addiction treatment. This is a case of two strong organizations joining and emerging with greater strengths."
The Homewood Board, with the advice of its financial and legal advisors, voted to support Schlegel Health Care's offer and recommend that shareholders tender their shares to the Offer. The Homewood Board noted that it had considered a variety of strategic alternatives and the Schlegel Health Care offer was the most attractive and best alternative for all stakeholders available at the time.
"The Schlegel family has clearly demonstrated a passion for and commitment to health care," said Dr. Edgardo Pérez, MD, CEO and President of Homewood Corporation. "The Schlegel family also has a strong devotion to research, which will be a benefit to Homewood. We will continue to deliver our unique services and follow the 127-year tradition of delivering excellent health care to all Canadians."
"Our organizations share compatible values and have mutual respect for each other," added James Schlegel, President and CEO of Schlegel Health Care. "This purchase made a great deal of sense because we see a synergistic business model that will result in the ability to carry out our collective mission with greater effectiveness. In fact, we think this model will be unique in Canada and the world."
Schlegel Health Care is a three-generation family company, fully Canadian and based in Kitchener, Ontario. Another subsidiary of Homewood is Oakwood Retirement Communities which already is a partnership with the Schlegels. Adding Oakwood to Schlegel's other seniors care facilities in Ontario will create a strong, unified presence with the full acquisition of Oakwood as well. Schlegel and Homewood have been partners in Oakwood for some 14 years and have worked together both positively and productively. This existing partnership gives the Schlegel family great confidence that this acquisition already has a strong base with good relationships formed over the 14 years. The Schlegel family sees a strong overall set of related companies with the Health Centre, Human Solutions and the Seniors Care business. All three divisions are serving areas of growing public need.