Schlegel Health Care Acquires Homewood

On December 2, 2010, Schlegel Health Care Inc., a wholly owned indirect subsidiary of RBJ Schlegel Holdings Inc., announced the final results of its offer to purchase all of the outstanding common shares of The Homewood Corporation, other than shares beneficially owned or over which control or direction is exercised by Schlegel Health Care or its affiliates, for $68 in cash per common share.

The shares acquired pursuant to the offer represented 94.9 per cent of the outstanding shares of Homewood not already owned by Schlegel Health Care or its affiliates.

The Homewood Corporation was incorporated in 1883 and is currently active in mental, behavioural and addiction health care, employee assistance programs and continuum of care retirement living alternatives.

Homewood's shares were not listed on any exchange for trading and it was not a reporting issuer but Schlegel Health Care's offer was required to comply with the formal take-over bid regime. Schlegel Health Care made its offer with the support of Homewood following the launch of an unsolicited bid for Homewood by Callisto Acquisition Corp.

Homewood held a special meeting of shareholders of Homewood on January 13, 2011 to approve an amalgamation that allowed Schlegel Health Care to acquire the remainder of the shares not tendered to Schlegel Health Care's offer.

The total purchase price for the shares of Homewood was $136 million.

RBJ Schlegel Holdings and its subsidiary, Schlegel Health Care, were represented by McCarthy Tétrault LLP with a team that included Graham Gow, Ian Michael, Orysia Semotiuk, Leslie Milroy, Matthew Harding and Deandra Schubert (business law); Shanon Grauer (business law/health regulatory) and Andrew Silverman (tax).

Homewood was represented by Miller Thomson LLP with a team that included Jay Hoffman, Robert Forbes, Ormonde Benson, Jason Rosen, Melissa Ghislanzoni and Max Spearn (business law); Lyne Gaulin (tax) and Kathryn Frelick (health).

Financing for the acquisition was provided, in part, by The Toronto-Dominion Bank, which was represented by Goodmans LLP with a team that included David Nadler, Vanessa Yeung and Dan Dedic (banking); Michelle Roth (health regulatory) and Thomas Macdonald (real estate).

Financing was also provided by Canadian Imperial Bank of Commerce, which was represented by Maurice Pellarin of Harrison Pensa LLP.

Callisto Acquisition Corp. was represented by Osler, Hoskin & Harcourt LLP with a team that included Clay Horner, Donald Gilchrist, Andrew Powers and Cameron MacDonald(corporate/securities) and Firoz Ahmed and Amanda Heale (tax).