TORONTO, March 29, 2024 /CNW/ - Invesque Inc. (TSX: IVQ.U) (TSX: IVQ) ("Invesque" or the "Company") and Adlai Chester today announced that IVQ Stock Holding Company, LLC ("ISHC"), a company controlled by Mr. Chester, the Company's Chief Financial Officer and a member of its board of directors, has entered into a share purchase agreement to acquire 16,982,283 common shares of the Company from certain subsidiaries of Tiptree Inc. (collectively, "Tiptree") at a price of US$0.0368 per common share and an aggregate purchase price of US$625,000. Based on the daily average exchange rate on March 28, 2024, the Canadian dollar equivalent for the price per common share is CDN$0.049868 and the aggregate purchase price is CDN$846,875. Following the acquisition, Tiptree will no longer own or control any shares in the Company. The acquisition is expected to close on or before April 30, 2024, and remains subject to customary closing conditions.
After giving effect to the acquisition described above, ISHC would own or control, directly or indirectly, 16,982,283 common shares, representing approximately 30.21% of the outstanding common shares of the Company. Together with the 212,907 common shares currently owned or controlled by Mr. Chester, ISHC and Mr. Chester will collectively own 17,195,190 common shares, representing approximately 30.59% of the outstanding common shares of the Company.
ISHC is acquiring the common shares for investment purposes and may increase or decrease its investment in these or other securities of the Company, subject to market conditions.
ISHC is relying on the private agreement exemption under section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids. In particular, the purchase of the common shares was made from not more than 5 persons in the aggregate, the bid was not made generally to security holders of the class of securities that is the subject of the bid, and the value of the consideration being paid by ISHC for the common shares, including brokerage fees and commissions, is not greater than 115% of the market price of the securities at the date of the bid.
This press release is being issued by ISHC pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. An early warning report regarding the acquisition of common shares by ISHC will be filed on SEDAR+ at www.sedarplus.com under Invesque's issuer profile. To obtain a copy of the early warning report filed by ISHC, please contact Adlai Chester at 765-702-3025 or refer to the Company's SEDAR+ profile. ISHC can be contacted at 7501 N Landings Trl, Muncie, IN 47303.
Additional Information
Additional information, including financial statements and management's discussion and analysis can be found on the Company's website or on SEDAR+.
About Invesque
The Company is a North American health care real estate company with an investment thesis focused on the premise that an aging demographic in North America will continue to utilize health care services in growing proportion to the overall economy. The Company currently capitalizes on this opportunity by investing in a portfolio of income-generating predominantly private pay seniors housing communities. The Company's portfolio includes investments primarily in independent living, assisted living, and memory care, which are operated under long-term leases and joint venture arrangements with industry-leading operating partners. The Company's portfolio also includes investments in owner-occupied seniors housing properties in which the Company owns the real estate, the licensed operations, and provides management services through Commonwealth Senior Living, LLC, a Delaware limited liability company ("Commonwealth").
The Company's head office is located at 8701 E. 116th Street, Suite 260, Fishers, IN 46038.
Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of securities laws and involve risks, uncertainties and contingencies, many of which are beyond Invesque's control that may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements contained in this release that are not clearly historical in nature are forward-looking, and the words "will", "expect" or "following" or similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements relating to the completion of the acquisition of shares by ISHC. The forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond Invesque's control, are difficult to predict and could cause actual results to differ materially from those expressed or forecast in the forward-looking statements. In particular, there is a risk that one or more conditions in the agreement providing for the acquisition of shares by ISHC may not be satisfied or waived and that, as a result, the acquisition may not be completed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date of this release. The factors described herein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could affect these forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by the federal securities laws, we undertake no obligation to update any forward-looking statements.
