GMRE Announces Formation of a Special Committee of Independent Directors to Evaluate Potential Management Internalization Transaction
BETHESDA, Md.--(BUSINESS WIRE)--Dec 17, 2019--
Global Medical REIT Inc. (NYSE: GMRE) (the “Company” or “GMRE”), a net-lease medical office real estate investment trust (REIT) that acquires purpose-built healthcare facilities and leases those properties to strong healthcare systems and physician groups with leading market share, announced today that its Board of Directors (the “Board”) has formed a special committee of independent and disinterested directors (the “Special Committee”) to evaluate a potential management internalization transaction (the “Internalization Transaction”).
Pursuant to the management agreement (the “Management Agreement”), dated July 1, 2016, by and between the Company and the Company’s external manager, Inter-American Management LLC (the “Advisor”), prior to the end of the calendar quarter in which the Company’s stockholders’ equity, as such term is defined in the Management Agreement, (“Stockholders’ Equity”) exceeds $500 million, the Board will form a special committee consisting solely of independent directors to evaluate a potential Internalization Transaction. If the pursuit of an Internalization Transaction is determined to be in the best interests of the Company and its stockholders, upon the approval of two-thirds of the Company’s independent directors, the Special Committee shall negotiate an Internalization Transaction with our Advisor. Pursuant to the Management Agreement, the gross value of the consideration paid by the Company for any Internalization Transaction shall equal three times the average annual base management fee and average annual incentive fee paid or payable by the Company to the Advisor during the previous eight fiscal quarters prior to the date of the Internalization Transaction. As of Friday, December 13, 2019, upon the closing of the Company’s most recent common stock offering, the Company’s Stockholders’ Equity exceeded $500 million.
On Friday, December 13, 2019, the Board formed the Special Committee and appointed Lori Wittman, Paula Crowley and Matthew Cypher, PhD to serve on the Special Committee. Ms. Wittman was appointed chair of the Special Committee. Each of Ms. Wittman, Ms. Crowley and Dr. Cypher are independent and disinterested directors.
The Special Committee intends to undertake a process to evaluate the Internalization Transaction with the assistance of its outside financial and legal advisors. There can be no assurance that an Internalization Transaction will be approved or consummated.
The Company does not intend to comment on or disclose further developments regarding the Special Committee’s evaluation unless and until it deems further disclosure is appropriate or required.
About Global Medical REIT Inc.
Global Medical REIT is a net-lease medical office REIT that acquires purpose-built healthcare facilities and leases those facilities to strong healthcare systems and physician groups with leading market share. Additional information on GMRE can be obtained on its website at www.globalmedicalreit.com.
This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company’s control, which could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties are described in greater detail in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 11, 2019, and elsewhere in the reports the Company has filed with the SEC. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The Company undertakes no obligation to update these statements after the date of this release.
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CONTACT: Investor Contact:
KEYWORD: MARYLAND UNITED STATES NORTH AMERICA
INDUSTRY KEYWORD: COMMERCIAL BUILDING & REAL ESTATE CONSTRUCTION & PROPERTY REIT
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PUB: 12/17/2019 07:30 AM/DISC: 12/17/2019 07:30 AM