Mr. Michel Dallaire reports
THE COMINAR ACQUISITION GROUP ANNOUNCES INITIAL TAKE-UP AND EXTENSION OF ITS OFFER FOR CANMARC TO FEBRUARY 7, 2012
On Jan. 27, 2012,
at 3 p.m. (Toronto time), 37,692,827 trust units of Canmarc Real Estate Investment Trust were deposited to the offer by wholly owned subsidiaries of Cominar to acquire all of the issued and outstanding Canmarc units, and all
other conditions of the offer were satisfied as of the date
hereof. The Cominar acquisition group has taken up and accepted for
payment all of such Canmarc units, which, together with the Canmarc
units owned by Cominar and the Cominar acquisition group, represent
approximately 83.8 per cent of the Canmarc units outstanding. Canmarc units
deposited under the offer will be paid for on Jan. 30, 2012. A total of 54.0 per cent
of the Canmarc units tendered were tendered into the unit alternative
of the offer, and a total of 46.0 per cent of the Canmarc units tendered were tendered into
the cash alternative of the offer. After proration, 12,953,556 trust
units of Cominar will be issued in payment of Canmarc units tendered.
Cominar and the Cominar acquisition group also delivered today a notice
of extension to the depositary of the offer. The offer is now open for
acceptance until Feb. 7, 2012, at 5 p.m. (Toronto time) to allow
as many Canmarc unitholders as possible to tender into the offer.
Regardless of whether or not additional Canmarc unitholders tender to
the offer, Cominar will, if necessary, carry out a subsequent
acquisition transaction that will ensure that it owns, directly and
indirectly, 100 per cent of the issued and outstanding Canmarc units. If at
least 90 per cent of the Canmarc units other than the Canmarc units owned by
Cominar and the Cominar acquisition group are tendered to the offer,
Cominar will immediately acquire and pay for the Canmarc units not
tendered to the offer pursuant to a compulsory acquisition pursuant to
the declaration of trust of Canmarc.
Tendering Canmarc units to the offer
Tendering to the offer is straightforward, and Canmarc unitholders should
act now. Instructions on how to tender Canmarc units are included in
the offering circular, which was previously sent to Canmarc unitholders
and is available on SEDAR.
Canmarc unitholders with questions about the offer or how to tender
their Canmarc units should contact Kingsdale Shareholder Services Inc. as information agent under 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.
Advisers and lenders
BMO Capital Markets acted as Cominar's senior financial adviser, and
Davies Ward Phillips & Vineberg LLP acted as Cominar's legal counsel.
Desjardins Securities Inc. and National Bank Financial Inc. also acted
as financial advisers to Cominar.
National Bank of Canada, Bank of Montreal and Caisse Centrale Desjardins
have provided Cominar with a facility to finance the cash consideration
payable for the Canmarc units.
We seek Safe Harbor.
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