Invesque has called a special shareholder meeting for June 18, 2025, where shareholders will vote on two proposals. First, they will consider enabling Invesque’s board to sell or lease substantially all of the company’s assets through one or more transactions. That could include direct asset sales, the sale of subsidiary equity, mergers, or other business combinations, but the board would have maximum flexibility for any direction, if market conditions are favorable.
The board has not yet signed any definitive agreements, but the company has already been selling many of its assets. In October 2024, it announced plans to divest its entire Commonwealth Senior Living-managed portfolio, plus its stake in the Commonwealth management company. It also announced several successful sales in its first quarter earnings report and said that it expects to close on the previously announced sale of 22 properties for $319.8 million within the next couple of months.
Second, the board is also seeking authority to reduce the company’s stated capital by up to $183 million, which would enable tax-efficient returns of capital to shareholders in the form of special cash distributions, potentially following asset sales and debt repayment. The board would have discretion to make such distributions, but they are not guaranteed, and the full $183 million is unlikely to be distributed.
If approved and enacted, these moves would leave Invesque with little or no operating assets (albeit with substantial cash) and what could be a public shell. Would they then fully liquidate and dissolve the company and reinvest in a new strategy or asset class? Or is this preparing the company for use in a reverse merger or recapitalization?
