On February 19, 2002, Retirement Residences REIT and CPL Long-Term Care REIT agreed to combine to create Canada’s third-largest REIT, with a market capitalization exceeding $800 million and assets of approximately $1.9 billion.
The transaction is structured as an acquisition by Retirement REIT of substantially all of CPL REIT’s assets and liabilities, as well as a takeover bid for CPL REIT units. Following closing, the combined entity will be Canada’s largest provider of senior care and accommodation, operating more than 170 nursing and retirement homes in Canada and the U.S.
Goodmans LLP is counsel to both Retirement REIT and CPL REIT, with a team led by Stephen Pincus, and including Neill May, Sheldon Freeman, Michelle Roth, Justin Beber and Mark Spiro. Tax counsel to both CPL REIT and Retirement REIT are John Ulmer and Neal Armstrong of Davies Ward Phillips & Vineberg LLP.
The transaction, which is subject to approval by the unitholders of each REIT at special meetings to be held on April 8, 2002, was reviewed by a committee of independent trustees of each REIT, that concluded it is in the best interests of its respective unitholders. The Retirement REIT commmittee (headed by former Ontario premier William Davis, Q.C.) was advised by Patricia Koval and Christopher Fowles of Torys LLP. The CPL REIT committee (headed by former Bank of Canada governor John Crow) was advised by James McCutcheon, Graham Gow, Jasprit Gill and Ian Michael of McCarthy Tétrault LLP. Each committee received a fairness opinion from its financial advisor, CIBC World Markets Inc. and Scotia Capital Inc., respectively.