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Northstar Healthcare Shareholders Approve Private Placement

^{Published on 2010-09-29 07:30:18 - Market Wire}
 

TORONTO and HOUSTON, Sept. 29 /CNW/ - Northstar Healthcare Inc. (TSX:NHC) announced today that - at a Special Meeting of Shareholders - a resolution in favour of a private placement to Canada Healthcare Acquisition Inc. (the "Investor") was approved. The resolution also included the termination of Northstar's shareholder rights plan to facilitate the private placement. The Investor is a corporation indirectly controlled by Dr. Donald L. Kramer, M.D., a former CEO and former director of Northstar. The proceeds of the private placement will be used for working capital and general corporate purposes.

Under terms of the private placement, the Investor will acquire 14,583,417 common shares of Northstar for consideration of $5 million. Northstar has already received approximately $1 million of the purchase amount as an advance. In addition, Healthcare Ventures, Ltd., an entity controlled by Dr. Kramer, will exchange all of its Class B special units in Northstar Subco, LLC and all of its Class B Special Units of Northstar Healthcare Acquisitions, LLC for 4,195,029 common shares of Northstar. Upon completion of the Private Placement and after giving effect to the exchange, approximately 33 million common shares of Northstar will be outstanding on a fully-diluted basis, and the Investor will own or control, directly and indirectly, approximately 56.2% of the outstanding common shares.

Northstar shareholders, present or represented by proxy at the meeting, voted 92.4% in favour of the resolution. Assuming satisfaction or waiver of all other closing conditions, Northstar currently expects to complete the Private Placement on September 30, 2010. Effective on or immediately after closing, the Company's directors intend to resign from the board, to be replaced by a new group of directors proposed by the Investor.

About Northstar Healthcare Inc.

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Northstar owns and/or manages ambulatory surgery centres in the United States, focusing initially on Houston and other metropolitan areas in Texas. The Company currently holds interests in two ambulatory surgery centres in Houston - a 70% partnership interest in The Palladium for Surgery - Houston and a 60% partnership interest in Medical Ambulatory Surgical Suites.

Forward-looking statements

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This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to business of the Company and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may" and other similar expressions. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Forward-looking information in this news release includes, without limitation, statements regarding the anticipated closing of the Private Placement, the anticipated use of proceeds therefrom and other statements regarding management's beliefs, intentions, results, performance, goals, achievements, future events, plans and objects.

All forward-looking statements in this news release are qualified by these cautionary statements. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, should not be unduly relied upon and will not necessarily be accurate indications of whether or not such results will be achieved. Factors that could cause actual results to differ materially from the results discussed in the forward-looking statements, include, but are not limited to a failure to complete the Private Placement. Forward-looking information is based on various material factors or assumptions, which are based on information currently available to Northstar. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include, but are not limited to, the successful and timely completion of the Private Placement. Readers are cautioned that the preceding list of material factors or assumptions is not exhaustive. Although the forward-looking statements contained in this news release are based upon what management believes are reasonable assumptions, Northstar cannot assure readers that actual results will be consistent with these forward-looking statements.

The forward-looking statements contained in this news release are made as of the date of this news release and should not be relied upon as representing Northstar's views as of any date subsequent to the date of this news release. Northstar assumes no obligation to update or revise these forward-looking statements to reflect new information, events, circumstances or otherwise, except as required by applicable law.

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