Board Recommends Scheme of Arrangement with EQT

MEDIA RELEASE 30 December 2019 METLIFECARE BOARD UNANIMOUSLY RECOMMENDS SCHEME OF ARRANGEMENT WITH EQT INFRASTRUCTURE IV Metlifecare Limited (NZX: MET, ASX: MEQ) has entered into a Scheme Implementation Agreement (SIA) under which Asia Pacific Village Group Limited, an entity owned by EQT Infrastructure IV fund and managed by EQT Fund Management S.a r.l., ("EQT Infrastructure IV"), has agreed to acquire all Metlifecare's shares for $7.00 per share. The Metlifecare Board unanimously recommends shareholders vote in favour of the transaction, subject to the scheme price being within or above the valuation range specified by an independent adviser, and, in the absence of a Superior Proposal (as defined in the SIA). The transaction price represents an improvement of 50 cents on the previous non-binding indicative offer of $6.50 as advised to the market on 19 December 2019. The Board has received strong support for the transaction from a number of institutional shareholders. The Board and Executive Team members who own Metlifecare shares have confirmed that they will vote their shares in favour of the transaction, subject to the scheme price being within or above the valuation range specified by an independent adviser, and, in the absence of a Superior Proposal. Metlifecare Board Chair, Kim Ellis said "The Board is pleased to have achieved this outcome on behalf of shareholders. The Board has made it clear for some time that the market has undervalued the company. The price of $7.00 represents a 67% premium to the company's 52-week trading low and a 38% premium to the closing price prior to the announcement of the initial offer and is within the company's own valuation range. "Throughout the negotiation process, the Board has had comfort that EQT's philosophy and values align with those of Metlifecare. We are confident that they will continue to focus on ensuring Metlifecare's village and care operations have customers at the core, as well as growing the business through development of new villages," said Mr Ellis. Ken Wong, Managing Director 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." 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. Metlifecare shareholders do not need to take any action at this time. They will be given the opportunity to vote on the scheme at a special meeting of shareholders, currently expected to be held in April 2020. A scheme booklet will be sent to shareholders with details of the special meeting and a copy of an independent adviser's report prepared in accordance with guidance of the Takeovers Panel. Metlifecare expects to appoint an independent adviser shortly. The scheme is subject to customary conditions including shareholder approval, High Court approval, 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. A copy of the SIA and EQT's announcement accompany this announcement. Metlifecare has been advised on the transaction by Jarden Limited, Simmons Corporate Finance Limited and Chapman Tripp. Ends For more information please contact: Kim Ellis, Chair Mobile: +64 21 938 276 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. 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. It has extensive experience across multiple sectors including health and aged care and a long-term investment horizon. EQT is a large investor 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. End CA:00346608 For:MET Type:TRANSACT Time:2019-12-30 08:30:56