Omega Worldwide, Inc. Announces the Termination of Merger Negotiations; Call for Principal Shareholder Meeting; Inversion of Company to Bermuda.Business & Health/Medical Editors ANN ARBOR Ann Arbor, city (1990 pop. 109,592), seat of Washtenaw co., S Mich., on the Huron River; inc. 1851. It is a research and educational center, with a large number of government and industrial research and development firms, many in high-technology fields such as , Mich.--(BW HealthWire)--Dec. 12, 2001 Receivers Appointed for UK Tenants, Management Intended to be Replaced by Idun Omega Worldwide, Inc. (Nasdaq:OWWI) (the "Company" or "Worldwide"), which manages healthcare investments in the United Kingdom, Australia and New Zealand New Zealand (zē`lənd), island country (2005 est. pop. 4,035,000), 104,454 sq mi (270,534 sq km), in the S Pacific Ocean, over 1,000 mi (1,600 km) SE of Australia. The capital is Wellington; the largest city and leading port is Auckland. , today made the following announcements: 1. Negotiations between Worldwide and Principal Healthcare Finance, Ltd. ("PHFL") the Jersey company in which Worldwide holds a 33.375% equity stake, for Worldwide to acquire all of the shares and warrants that Worldwide does not currently own in PHFL have terminated. The conditional letter of intent, dated August 27, 2001 and entered into between Worldwide and PHFL, regarding the acquisition of such shares and warrants by Worldwide, has expired and will not be extended, renegotiated or renewed. 2. Worldwide has requisitioned the directors of PHFL to call an Extraordinary General Meeting ("EGM EGM Electronic Gaming Machine EGM Electronic Gaming Monthly EGM Extraordinary General Meeting EGM Expert Group Meeting EGM Estudio General de Medios (Spanish: General Means Study) EGM Emergency General Meeting ") for the passing of a PHFL shareholder resolution to reconstitute re·con·sti·tute tr.v. re·con·sti·tut·ed, re·con·sti·tut·ing, re·con·sti·tutes 1. To provide with a new structure: The parks commission has been reconstituted. 2. the board of directors of PHFL with the intention that the new board will more closely reflect the pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. interests of certain of its shareholders, of which Worldwide is the largest. 3. Pending the holding of the EGM, Worldwide has requested that the current board of directors of PHFL replace the current chairman of the board of directors, Mr. A. Edward Gottesman, with another member of the board of directors with immediate effect. 4. The Company announced that it intends to move the domicile domicile (dŏm`əsīl'), one's legal residence. This may or may not be the place where one actually resides at any one time. The domicile is the permanent home to which one is presumed to have the intention of returning whenever the purpose of the Company to Bermuda. The Company expects to file a proxy statement with the SEC in the near future to accomplish this move. The move will require the approval of a majority of the shareholders of the Company at a shareholder meeting. 5. Baneberry baneberry, any plant of the small genus Actaea, north temperate perennials of the family Ranunculaceae (buttercup family) sometimes cultivated for the handsome (though poisonous) berrylike fruits. Healthcare Limited and Sandown Healthcare Services Ltd., companies wholly owned by Moran Health Care (UK) Ltd., an English company in which Worldwide holds a minority interest, were placed into administrative receivership Administrative receivership is a procedure in common law countries whereby a creditor can enforce security against a company's assets in an effort to obtain repayment of the secured debt. on December 1, 2001 by PHFL and PHFL is also taking enforcement action against Sandown Care Services (Jersey) Limited, a Jersey subsidiary of Moran. Worldwide had previously reserved its entire investment in Moran and so its financial statements are unchanged by this event. Baneberry and the Sandown companies were tenants of PHFL, and together operated 42 of PHFL's 231 owned and leased properties. Worldwide's wholly owned subsidiary in the U.K., Idun Health Care Ltd., is assisting the administrative receivers in the operation of 36 of the properties and service to residents is unaffected. The 6 remaining properties are being managed by two third parties. Additional capital will be needed to support the operations and capital needs of these homes. Should PHFL be unable to fund the required capital, Worldwide has offered to do so under appropriate market terms and conditions, including lending additional money to PHFL on a secured basis. 6. Separately, the Company announced that James P. Flaherty has ceased to be an employee and officer of Worldwide and its subsidiaries. Todd P. Robinson, Chief Executive Officer of Worldwide said: "We wish Jim well in his new interests and endeavours." Mr. Flaherty continues as a member of the Board of Directors of the Company. Worldwide provides investment advisory and management services, as well as equity and debt capital, to the healthcare industry, principally in Europe and the Pacific Rim Pacific Rim, term used to describe the nations bordering the Pacific Ocean and the island countries situated in it. In the post–World War II era, the Pacific Rim has become an increasingly important and interconnected economic region. . It is an owner of and provides management services to PHFL, which owns and leases 231 properties in the United Kingdom and Jersey and Idun Health Care Ltd., the operator of 127 nursing homes in England, Scotland and Northern Ireland Northern Ireland: see Ireland, Northern. Northern Ireland Part of the United Kingdom of Great Britain and Northern Ireland occupying the northeastern portion of the island of Ireland. Area: 5,461 sq mi (14,144 sq km). Population (2001): 1,685,267. . Worldwide also has established, owns in part and provides management services to Principal Healthcare Finance Trust in Australia, a company that owns and leases 45 nursing home facilities and 483 assisted living as·sist·ed living n. A living arrangement in which people with special needs, especially older people with disabilities, reside in a facility that provides help with everyday tasks such as bathing, dressing, and taking medication. facilities in the Commonwealth of Australia Commonwealth of Australia: see Australia. and New Zealand. This news release contains forward-looking statements that involve risks and uncertainties described from time to time in the SEC reports filed by Worldwide. |
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