Primaris Retail Real Estate Investment Trust Board of Trustees Unanimously Recommends Unitholders Reject Kingsett Hostile Tak...
20 Diciembre 2012 - 8:21AM
Marketwired
Primaris Retail Real Estate Investment Trust (TSX:PMZ.UN) today
announced that after a thorough review of the December 10 hostile
take-over bid from a consortium led by KingSett Capital (that
includes Ontario Pension Board and RioCan REIT), and in
consultation with its financial and legal advisors, the company's
Board of Trustees has unanimously recommended Unitholders reject
the offer. The Board found the KingSett bid to be significantly
undervalued and not in the best interests of Primaris
Unitholders.
"This is a financially inadequate and opportunistic offer," said
William Biggar, Chair of the Independent Committee of Trustees,
that was created to review the bid. "KingSett's hostile offer price
is below the most recent trading price of Primaris Units and the
market price is clearly indicating that Primaris' high quality
assets, operating platform, and track record of growth are worth
more than their offer. Unitholders should not tender their Units to
this offer."
The Board's recommendation, as well as a detailed discussion of
its reasons for rejecting the KingSett Offer, is contained in a
Trustees' Circular filed today, a copy of which is available at
www.sedar.com or www.primarisrealvalue.com. A copy is also being
mailed to all Unitholders. Unitholders are urged to read the
Trustees' Circular in its entirety.
The principal factors considered by the Board of Trustees in
concluding to recommend that Unitholders REJECT the KingSett Offer
and NOT TENDER their Primaris Units include:
-- The KingSett Offer is financially inadequate as:
-- the KingSett Offer fails to adequately compensate Primaris
Unitholders for the underlying value of Primaris' assets, the
strategic value of Primaris' national scale and operating platform
and Primaris' future growth potential through its acquisition and
development pipeline. Primaris is the largest and only publicly-
traded REIT in Canada focused on high quality enclosed shopping
centres;
-- the KingSett Offer does not provide an appropriate change of control
premium;
-- the consensus opinion of equity analysts has suggested that the
KingSett Offer does not fully value Primaris;
-- the KingSett Offer is at a discount to the current trading price of
the Primaris Units; and
-- in the written opinion of Canaccord Genuity, a financial advisor to
the Board, the $26 offer is inadequate from a financial point of
view to Primaris Unitholders, other than the Offeror and its
affiliates.
-- The Independent Committee, together with management of Primaris and its
financial and legal advisors, are currently pursuing a rigorous process
designed to achieve a result that is financially superior to the
KingSett Offer and deliver greater value for Primaris and unitholders.
-- The KingSett Offer is not a permitted bid under the Primaris' unitholder
rights plan.
-- Most taxable Primaris Unitholders could find it difficult to find an
equally attractive investment and income stream with a similar risk
profile as currently in place with their investment in Primaris Units
using after-tax proceeds from the KingSett Offer.
-- The timing of the KingSett Offer is opportunistic and designed to take
advantage of the difficulty other potential interested parties could
have in organizing their affairs through the holiday season.
-- The KingSett Offer fails to consider the interests of all Primaris
securityholders.
None of the trustees or officers of Primaris has accepted or
intends to accept the KingSett Offer.
As the KingSett Offer is open for acceptance until 5:00 p.m.
(Toronto time) on January 17, 2013 (unless the KingSett Offer is
extended or withdrawn ), there is no need for unitholders to take
any action with respect to the KingSett Offer at this time. We
expect the KingSett Offer will be extended beyond January 17, 2013
(if it is not withdrawn) given that the Board of Trustees intends
to leave the Primaris Unitholders Rights Plan in place to prevent
KingSett from purchasing any Primaris Units under its offer until
the Independent Committee has completed its discussions with third
parties and its canvass of possible alternatives available to
Primaris and the Primaris Unitholders
To reject the Offer, Unitholders should do nothing.
How to Withdraw Units from the Offer
Unitholders who have already tendered their Units should contact
their broker, who will withdraw the Units on their behalf. If you
require assistance in withdrawing your Primaris Units, please
contact Kingsdale Shareholder Services Inc. at 1-866-581-1571
toll-free in North America, or 416-867-2272 outside North America
or by email at contactus@kingsdaleshareholder.com.
About Primaris
Primaris is a TSX listed real estate investment trust that
specializes in owning and operating Canadian enclosed shopping
centres that are dominant in their local trade areas. Merchandising
for each property is dynamic in order to meet the unique needs of
its local customers and the community. Primaris maintains a high
occupancy rate at its shopping centres and has retail tenants that
offer new and exciting brands. Primaris owns 35 income-producing
properties comprising approximately 14.7 million square feet
located in Canada. As of November 30, 2012, Primaris had
100,078,272 units issued and outstanding (including exchangeable
units for which units have yet to be issued).
Information
Primaris Unitholders
Kingsdale Shareholder Services Inc. at 1-866-581-1571 (English
and Francais) toll-free in North America, or at 1-416-867-2272
outside of North America (collect calls accepted), or by e-mail at
contactus@kingsdaleshareholder.com.
Forward-Looking Information
This press release contains forward looking statements that
reflect the current expectations of Primaris about its future
results, performance, prospects and opportunities. Readers are
cautioned not to place undue reliance on forward looking
information. Primaris has tried to identify these forward looking
statements by using words such as "may", "will", "should" "expect",
"anticipate", "believe", "intend", "plan", "estimate",
"potentially" and similar expressions. By its nature, such forward
looking information necessarily involves known and unknown risks
and uncertainties that may cause Primaris' actual results,
performance, prospects and opportunities in future periods to
differ materially from those expressed or implied by such forward
looking statements. Readers should review the Trustees' Circular
under the heading "Forward-Looking Statements" for a further
details related to these forward looking statements.
Contacts: Media Contact NATIONAL Public Relations Peter Block
416-848-1431 NATIONAL Public Relations Jennifer Lee
416-848-1383
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