Ann: MERGER: MET: Metlifecare Announces Revised M

• Release Date: 21/05/12 10:33
• Summary: MERGER: MET: Metlifecare Announces Revised Merger Terms
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MET
21/05/2012 08:33
MERGER

REL: 0833 HRS Metlifecare Limited

MERGER: MET: Metlifecare Announces Revised Merger Terms

Media Release
21 May 2012

Metlifecare announces revised merger terms

Leading retirement village and aged care provider, Metlifecare Limited (NZX:
MET), today announced it has agreed revised merger terms for its proposed
acquisition of Vision Senior Living Limited (Vision) and Private Life Care
Holdings Limited (PLC).

Following announcement of the proposed merger on 7 May 2012, MET management
and its independent directors engaged with Metlifecare shareholders and
received feedback on the proposed merger.

The engagement revealed general support for the strategic rationale for the
transaction, although some areas were identified where an improvement in the
transaction terms would deliver a more compelling outcome for Metlifecare's
shareholders.

The amended agreement announced today incorporates enhancements that add
significant value to the merger for existing MET shareholders.

Key variations are outlined in the attached presentation and include:

o Amendments to the Vision terms:
o VSL shareholders will receive 13m shares on settlement (previously 21m),
and;
o If the five day volume weighted MET share price exceeds $3.00 within 28
months of the merger, VSL shareholders will receive an additional 7 million
shares;
o  All shares issued to Vision shareholders will be held in escrow for 16
months from settlement .

o Amendments to the PLC  terms:
o PLC shareholders will receive 29.7m shares (previously 30.5m), and;
o On settlement of the merger, PLC shareholders will sell down between 16.5m
and 22.5m shares;
o The balance of the RVG shares will be held in escrow for 16 months from
settlement;
o The sale of RVG's shares, noted above, will reduce RVG's shareholding to
between 45% and 41% on an undiluted basis and 43% and 40% on a diluted basis.

o Metlifecare will seek subscriptions for at least $10m additional capital
from third party investors rather than Vision shareholders.  Metlifecare will
use all the proceeds to pay down debt.

To assist shareholders to better assess the transaction, Metlifecare has also
made available additional financial information and clarifications in the
attached presentation on the basis of the calculation of the forecast
increase in the group operating cash flows for FY13 from Vision and PLC.

The Independent Directors of Metlifecare believe the benefits of the merger
announced on 7 May 2012 are compelling:-

o MET acquires from PLC 3 mature villages
o MET acquires from Vision Senior Living 3 maturing villages, 2 developing
villages and a pipeline of 631 future units

o MET shareholders benefit through cashflow accretion of 7 cents per share, a
35% increase excluding conditional shares
o MET acquires an experienced development team
o MET strengthens its presence in the Auckland market

An Independent Appraisal Report has been commissioned from Northington
Partners to further assist shareholders to assess the merits of the
transaction. This will be made available to all shareholders ahead of a
shareholders' meeting to approve the transaction next month.

"We have worked hard to agree variations with the vendors of Vision and PLC
following the feedback from our shareholders and believe the revised terms
align the interests of all our shareholders post the merger", said
Metlifecare independent director, Mr Brent Harman.

Independent Director, Mr John Loughlin, said: "We strongly believe the merger
rationale is very compelling for our Company, it will be immediately cash
flow accretive and will provide an enhanced platform for Metlifecare to drive
growth and shareholder value.

"We are pleased that we have been able to reach an agreement on these
revisions to the terms, which have our support, and will now proceed to
formally presenting this proposal to a shareholders' meeting in mid-June."

The transaction is conditional upon Overseas Investment Act approval,
shareholder approval, certain third party consents and no material adverse
changes.   The parties continue to work towards satisfying all conditions by
30 June 2012, with settlement scheduled for early July 2012.

Number of Existing Villages MET 16 MET Post Merger 24
Number of villages including development sites MET 17 MET Post Merger 26
Existing Units MET 2,460 MET Post Merger 3,902
Land Bank (Units) MET 380 MET Post Merger 1,011
Existing Care Beds MET 407 MET Post Merger 407
Land Bank (Care Beds) MET 70 MET Post Merger 110

ENDS

For more information, please contact:
Alan Edwards
Managing Director and CEO, Metlifecare
Tel: 09-539-8000

Released on behalf of Metlifecare by Jackie Ellis, spice communications group
telephone
09 360 8500 or email [email protected]

About Metlifecare:
Metlifecare is a publicly listed aged care and retirement lifestyle company.
Established in 1986, the company has a proven track record of successfully
owning and managing retirement villages in New Zealand. Metlifecare currently
owns villages in prime locations throughout New Zealand, with most providing
provide a full continuum of care from independent villas and apartments
through to serviced apartments, rest homes and hospitals.
www.metlifecare.co.nz

1. The escrow provisions are subject to certain usual exceptions (1) if a MET
corporate reorganisation becomes unconditional, (2) to accept a full or
partial takeover offer made under the Takeovers Code to the maximum extent
permitted by the Code, or (3) for an acquisition or allotment of MET shares
approved under rules 7(c) or 7(d) of the Takeovers Code.
2. Inclusive of Ilam Park, Unsworth Heights and Glenfield.
End CA:00223041 For:MET    Type:MERGER     Time:2012-05-21 08:33:13