Metlifecare Announces Revised Merger Terms

Metlifecare Announces Revised Merger Terms

Metlifecare has today announced revised transaction terms that add significant value for the company’s existing shareholders, and align the interests of all shareholders post-merger. The revisions follow feedback from shareholders and further negotiation with the merger parties. A copy of the announcement is attached. The accompanying market presentation can be viewed at https://www.nzx.com/companies/MET/announcements/223044.

This is a very positive announcement for Metlifecare and its shareholders.

In particular, it provides for:

· Reduction in the consideration to be paid to Vision and PLC shareholders

· Changes to escrow terms so that shares are held in escrow for longer periods of time

· Vision consideration to be split into an initial payment, with the remainder to be paid only if the MET share price exceeds $3 within 28 months of the merger

· MET will seek to raise at least $10m in additional capital from third party investors, rather than Vision shareholders.

The benefits of the merger remains compelling:

· MET acquires from PLC, three mature villages

· MET acquires from Vision Senior Living, three maturing villages, two developing villages and a pipeline of 631 future units

· MET shareholders benefit through cashflow accretion of 7 cents per share, a 35% increase excluding conditional shares

· MET acquires an experienced development team

· MET strengthens its presence in the Auckland market

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