Medisys Health Group completes conversion to an income fund and new credit facility financing

Torys acted as counsel to Medisys Health Group in its income fund conversion and credit facility financing, working with an in-house team led by Stuart Elman, CFO and Vice-President, Corporate Development and Strategy, and Henri M. Bybelezer, Vice-President, Legal Affairs. The Torys team included David Chaikof, Glen Johnson, Thomas Yeo, Melinda Anderson and Stephen Johnson (corporate), Corrado Cardarelli and Catrina Card (tax), David Steele (trusts), Scott Kraag and Adam Delean (financing) and Linda Plumpton (litigation).

On January 1, 2005, Medisys Health Group completed the conversion of its business to an income fund structure, pursuant to a plan of arrangement under the Canada Business Corporations Act. Medisys Health Group is a leading Canadian provider of healthcare services to corporations, medical imaging services and health-related underwriting support services to insurance companies. Holders of Medisys Health Group's subordinate voting shares received ordinary units of Medisys Health Group Income Fund (TSX: MHG.UN) through the conversion.

Dr. Sheldon Elman, the founder of Medisys Health Group, and other management investors, have retained an indirect interest in the Medisys Health Group business, exchangeable for Fund ordinary units. The conversion was approved at a special meeting of Medisys Health Group's shareholders held in Montreal on December 20, 2004.

In connection with the conversion, the fund, Medisys Health Group and their affiliates entered into a new C$20 million credit facility with The Toronto-Dominion Bank.