EQT Infrastructure Enters Into a Scheme Implementation Agreement With Metlifecare

AUCKLAND, New Zealand, Dec. 30 -- EQT, an investment firm, issued the following news release:

APVG, an entity owned by EQT Infrastructure IV has entered into a Scheme Implementation Agreement ("SIA") with Metlifecare, to acquire 100% of Metlifecare shares by way of a scheme of arrangement ("Scheme"), subject to certain conditions.

APVG has entered into a voting deed with Metlifecare's largest shareholder, New Zealand Superannuation Fund Nominees Limited ("NZSF"), which holds 19.86% of Metlifecare's shares. Under the voting deed NZSF has agreed, among other things, to vote in favour of the Scheme subject to certain terms and conditions. A copy of that voting deed has been released to the market through the substantial product holder notice issued by APVG and EQT Infrastructure IV.

In addition, Metlifecare shareholders collectively representing approximately 22% of the register have indicated to EQT Infrastructure IV their current intention to vote in favour of the Scheme, in the absence of a superior proposal.

Metlifecare is a leading New Zealand owner and operator of retirement villages, providing rewarding lifestyles and outstanding care to more than 5,600 New Zealanders. Established in 1984, it currently owns and operates a portfolio of 25 villages in areas with strong local economies, supportive demographics and high median house prices, located predominantly in New Zealand's upper North Island.

EQT is a differentiated global investment organization that invests in good companies across the world with a mission to help them develop into great and sustainable companies. By providing access to ownership skills and operational expertise, EQT helps acquired companies grow and prosper. Development and growth are at the core of the value creation, with digitalization and sustainability being key future-proofing drivers. Portfolio companies owned by the funds of EQT have, on average, increased sales by 12%, the number of employees by 10% and profitability by 11% per annum during the funds' ownership.

Fabian Grone, Partner at EQT Partners and Investment Advisor to EQT Infrastructure IV, said: "We are delighted about the opportunity to partner with Metlifecare and are fully committed to supporting Metlifecare and its management team to embark on this exciting journey to develop and operate high-quality retirement villages and continue to provide the exceptional care to New Zealanders which Metlifecare is known for."

EQT Infrastructure IV will be funding the Consideration and has total committed capital of EUR 9 billion.

The transaction will be implemented by a scheme of arrangement, a court-supervised process under which a meeting of shareholders will be held to vote on the transaction.

Scheme Implementation Agreement

The Scheme is subject to customary conditions including shareholder approval, High Court approval and Overseas Investment Office consent and no Material Adverse Change (as defined in the SIA). It is currently contemplated that the Scheme will be implemented in May 2020.

The Scheme also contains customary exclusivity provisions in favour of APVG, including "no shop, no talk and no due diligence" restrictions. These restrictions are subject to exclusions which permit the Metlifecare Board to engage on a competing proposal which is (or is reasonably capable of becoming) a superior proposal, subject to prior notifications being made to EQT Infrastructure IV and to EQT Infrastructure IV's right to match any such proposal.

EQT Infrastructure IV is being advised by Goldman Sachs and Bell Gully.

With this transaction, EQT Infrastructure IV is expected to be 55-60 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication), subject to shareholder and Court approval.

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- Asia Pacific Village Group Limited ("APVG"), an entity owned by EQT Infrastructure IV fund and managed by EQT Fund Management S.a r.l. ("EQT Infrastructure IV") has entered into a Scheme Implementation Agreement ("SIA") with Metlifecare, to acquire 100% of Metlifecare shares by way of a scheme of arrangement ("Scheme"), subject to certain conditions.

- Transaction consideration of NZ$7.00 per share ("Offer Price"), giving a total consideration of approximately NZ$1.5 billion ("Consideration").

- Offer Price represents a premium of 38% to Metlifecare's closing share price of NZ$5.08 per share on 19 November 2019, the closing price prior to the announcement of EQT Infrastructure IV initial indicative non-binding offer, and represents a 1.0x P / NTA[1].

- APVG has entered into a voting deed with Metlifecare's largest shareholder, New Zealand Superannuation Fund Nominees Limited ("NZSF"), which holds 19.86% of Metlifecare's shares.

- Certain other Metlifecare shareholders collectively representing approximately 22% of the register have indicated to EQT Infrastructure IV their current intention to vote in favor of the Scheme, in the absence of a superior proposal.

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About EQT

EQT is a differentiated global investment organization with more than EUR 62 billion in raised capital and around EUR 41 billion in assets under management across 20 active funds. EQT funds have portfolio companies in Europe, Asia and the US with total sales of more than EUR 21 billion and approximately 127,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership.

EQT has extensive experience and an excellent track record in the healthcare sector and is one of the largest private equity investors in the healthcare sector in Europe with an unparalleled network of advisors within the EQT Network. Some of EQT's notable investments in the sector include Charleston, a buy-and-build strategy in the German nursing home care market, and I-MED, a leading diagnostic imaging provider in Australia.

About Metlifecare

Metlifecare is a leading New Zealand owner and operator of retirement villages, providing rewarding lifestyles and outstanding care to more than 5,600 New Zealanders. Established in 1984, it currently owns and operates a portfolio of 25 villages in areas with strong local economies, supportive demographics and high median house prices, located predominantly in New Zealand's upper North Island.