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Goodmans Deals & Cases

This section contains brief summaries of selected significant cases and transactions.  You'll also find representative lists  - by year - of major transactions and cases where Goodmans' involvement is a matter of public record or where inclusion in the list has been authorized by our clients.

Schlegel Health Care Acquires Homewood

2010

Areas Banking and Finance Law, Commercial Real Estate, Health Care Law

Summary

Goodmans represented the Toronto-Dominion Bank, as agent and a lender in connection with Schlegel Health Care Inc., a wholly owned indirect subsidiary of RBJ Schlegel Holdings Inc.’s acquisition of all the outstanding common shares of The Homewood Corporation (“Homewood”).  On December 2, 2010, Schlegel Health Care announced the final results of its offer to purchase all of the outstanding common shares of Homewood, 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 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.