On December 18, 2015, Amica Mature Lifestyles Inc. (“Amica“) (TSX: ACC) and BayBridge Seniors Housing Inc. (“BayBridge“) announced the completion of the acquisition of Amica by BayBridge, upon satisfaction of all terms previously announced on September 2, 2015, in a transaction valued at $1.07 billion.
Amica is involved in the design, development, marketing, management and ownership of luxury seniors residences, with 26 properties located in Ontario, British Columbia and Alberta. BayBridge, a wholly owned subsidiary of the Ontario Teachers' Pension Plan Board, is an innovative owner and operator of seniors residences in Canada.
The transaction was completed by way of a court approved plan of arrangement under the Canada Business Corporations Act (the “Arrangement“). Under the Arrangement, each Amica Shareholder received $18.75 in cash and each outstanding stock option of Amica was cancelled at the effective time of the Arrangement in exchange for a cash payment equal to the amount by which the consideration per share payable pursuant to the Plan of Arrangement exceeded the exercise price of such option.
Gowlings acted as counsel to Amica in this transaction with a team led by Andrew Oppenheim (Real Estate) which included Stuart Olley, Martin Mix, Gordon Chmilar, Brett Kagetsu, Benjamin Hudson, Patrick Rea, Alisha Virk and Riley Dearden (M&A/Securities), Brent Kerr (Tax), Ian Macdonald (Competition) and Jonathan Van Netten (Litigation).