Mr. Michel Dallaire of Cominar reports
COMINAR ANNOUNCES COMMENCEMENT OF FORMAL TAKE-OVER BID OF CANMARC THROUGH AN ALL-CASH OFFER
Cominar Real Estate Investment Trust's wholly owned subsidiaries commenced today, through the publication of an advertisement in The Globe and Mail and La Presse and the filing of the offering circular and ancillary documentation
on the Canadian Securities Administrators' website (SEDAR), an offer to purchase all of the issued and outstanding trust units of Canmarc Real Estate Investment Trust, other than any trust units owned directly or indirectly by Cominar
and the Cominar acquisition group, and all trust units that may become
issued and outstanding after the date of the offer but before the
expiry time of the offer upon the exercise, conversion or exchange of
(i) the Class B limited partnership units of Homburg Canada REIT
Limited Partnership (if any), (ii) the deferred units and the
restricted units issued under the long-term incentive plan of Canmarc,
or (iii) other securities of Canmarc that are convertible into or
exchangeable, or exercisable for, or existing rights to acquire, trust
units, together with the trust units and the associated rights issued under
the existing unitholder rights plan of Canmarc or any other unitholder
rights plan which may be adopted by Canmarc.
Pursuant to the offer, the unitholders of Canmarc will receive $15.30 in cash per Canmarc unit, not subject to
proration. Alternatively, the Cominar acquisition group has offered
unitholders the opportunity to participate in the growth of the
combined entity via a unit election option pursuant to which
unitholders would exchange each Canmarc unit they hold for 0.7054 unit
of Cominar, with an aggregate maximum of 16 million Cominar units available
pursuant to this option, subject to proration.
The offer is open for acceptance until 5 p.m. (Toronto time) on
Jan. 12, 2012, unless the offer is extended or withdrawn.
The offer is subject to certain customary conditions that are described
in the offer documents, including, among others, there having been
validly deposited under the offer and not withdrawn at the expiry time
such number of Canmarc units that constitutes (i) together with any
Canmarc units directly and indirectly owned by the Cominar acquisition group and Cominar, at least 66 per cent of the Canmarc units then outstanding
(calculated on a fully diluted basis) and (ii) at least a majority of
the Canmarc units (on a fully diluted basis) the votes attached to
which would be included in the minority approval of a second step
business combination under applicable securities laws. Subject to
applicable laws, the Cominar acquisition group and Cominar reserve the
right to withdraw or extend the offer and to not take up and pay for
any Canmarc units deposited under the offer unless each of the
conditions of the offer is satisfied or waived (at the sole discretion
of the Cominar acquisition group and Cominar) at or prior to the expiry time.
Requests have been made to Canmarc for the use of Canmarc's list of
unitholders and holders of convertible securities, for the purpose of
disseminating the offer documents. When these lists are provided, the
offer documents and other relevant materials will be mailed to
unitholders and holders of convertible securities and furnished to
brokers, dealers, banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on such lists.
Kingsdale Shareholder Services Inc. has been retained as information agent to respond to inquiries from
unitholders regarding the offer. Kingsdale may be contacted toll-free
in North America at 1-877-657-5857, or collect from outside North
America at 416-867-2272, or by e-mail at contactus@kingsdaleshareholder.com.
Full details of the offer are included in the offer documents, copies of
which are available via the Internet on SEDAR.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.