DRI Healthcare Announces Closing of Internalization Transaction
"We are excited to complete this transaction and begin our next chapter as one integrated organization," said Gary Collins, Executive Chair of DRI Healthcare. "We believe that our new structure will lead to better strategic alignment of interests with unitholders and stronger governance with greater transparency, ultimately benefitting all stakeholders."
"We have a strong and dedicated team, now entirely under the DRI Healthcare banner, aligned to invest in high-quality assets and build an industry leading portfolio," said Ali Hedayat, Chief Executive Officer of DRI Healthcare. "With a robust pipeline of strong growth prospects coupled with the newly reduced fee structure, we anticipate enhanced value generation as we continue growing the business over the long term."
Transaction Terms
As a result of the transaction, the management agreement with DRI Capital Inc. ("DRI Capital") was terminated in exchange for a $48 million termination payment (plus accrued management and performance fees), and the Trust internalized the manager function by acquiring the relevant assets of DRI Capital for a purchase price of $1 million. As a result of the transactions contemplated by the asset purchase agreement, the employees of DRI Capital also transitioned to a Trust subsidiary.
DRI Capital also agreed to indemnify the Trust and its affiliates in respect of, among other things, damages relating to the previously disclosed irregularities related to certain alleged consulting and other expenses charged to DRI Healthcare.
The transaction was recommended for approval by a special committee of the board composed of independent trustees (the "Special Committee"). In recommending the transaction, the Special Committee evaluated a number of alternatives, including maintaining the status quo, terminating the management agreement for cause, replacing DRI Capital with a new third-party manager, privatizing the Trust, and implementing an internalization transaction.
About DRI Healthcare
DRI Healthcare is a pioneer in global pharmaceutical royalty monetization. Since our founding in 1989, we have deployed more than $3.0 billion, acquiring more than 75 royalties on 45-plus drugs, including Eylea, Keytruda, Orserdu, Remicade, Spinraza, Stelara, Vonjo and Zytiga. DRI Healthcare's units are listed and trade on the Toronto Stock Exchange in Canadian dollars under the symbol "DHT.UN" and in U.S. dollars under the symbol "DHT.U". To learn more, visit drihealthcare.com or follow us on LinkedIn.
Caution concerning forward-looking statements
This news release may contain forward-looking information within the meaning of applicable securities legislation. Forward-looking information can generally be identified by the use of words such as "expect", "continue", "anticipate", "intend", "aim", "plan", "believe", "budget", "estimate", "forecast", "foresee", "close to", "target" or negative versions thereof and similar expressions. Some of the specific forward-looking information in this news release may include, among other things, statements regarding the Trust's ability to execute on its strategy, the internalization of the Trust's manager and the terms and conditions, benefits and the value to be provided to unitholders. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Trust's control that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk that the internalization of the Trust's manager will not generate the levels of anticipated benefits for the Trust and its unitholders, and those additional risks and uncertainties that are disclosed in the Trust's most recent annual information form and under "Risk Factors" in the Trust's Management's Discussion and Analysis. No assurance can be given that these are all the factors that could cause actual results to vary materially from the forward-looking statements in this press release. You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, the actual results, performance or achievements of the Trust could differ materially from the results expressed in, or implied by, any forward-looking statements. All forward-looking information in this news release speaks as of the date of this news release. The Trust does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise except as required by law. Additional information about these assumptions and risks and uncertainties is contained in the Trust's filings with securities regulators, including its latest annual information form and Management's Discussion and Analysis. These filings are also available at the Trust's website at drihealthcare.com.
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