Gazit America Announces Cash Consideration Payable to 2010 Warrantholders, Optionholders and DSU Holders Under Proposed Arrangement

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

TORONTO, July 31, 2012 /CNW/ - Gazit America Inc. ("Gazit America") (TSX: GAA) announced today that the amount of the cash consideration payable to holders of those Gazit America warrants, each of which is currently exercisable for 1.065625 common shares of Gazit America (the "Shares"), having an expiry date of November 30, 2015 ("2010 Warrants"), holders of outstanding options to purchase Gazit America common shares granted under Gazit America's stock option plan ("Options") and holders of deferred share units issued under the Gazit America Deferred Share Unit Plan ("DSUs"), each pursuant to the arrangement (the "Arrangement") involving Gazit America, Gazit-Globe Ltd. and First Capital Realty Inc., has been determined, in accordance with the terms of the Plan of Arrangement, to be: (a)  $ 2.02 for each Share subject to a 2010 Warrant held, being an amount equal to $7.65 less the current $5.63 per Share exercise price; (b) $7.65 less the per Share exercise price of the applicable Option for each Share subject to an Option held; and (c) $7.65 per DSU held, respectively.

Completion of the Arrangement is subject to the approval of the shareholders, including a majority of the minority shareholders, of Gazit America at the annual and special meeting of shareholders scheduled for August 2, 2012.  The closing of the Arrangement is also subject to court approval and regulatory approval.  The management information circular of Gazit America dated June 27, 2012, which provides a detailed discussion of the Arrangement, is available on SEDAR at www.sedar.com under Gazit America's profile.

Shareholders who have questions or require any additional information should contact their professional advisors or Laurel Hill Advisory Group, Gazit America's proxy solicitation agent, toll-free at 1-877-452-7184, locally at (416) 304-0211 or by email at assistance@laurelhill.com.

ABOUT GAZIT AMERICA (TSX: GAA)

Gazit America currently has interests in thirteen properties totaling approximately 930,000 square feet (representing Gazit America's proportionate interest) of rentable space located in Longueuil and Montreal, Quebec, Cambridge, London, Mississauga, Toronto, Kitchener and Ottawa, Ontario, and Edmonton and Calgary, Alberta. In addition, the company owns approximately 12.4% of Equity One (NYSE: EQY), a U.S. real estate investment trust.

Forward-Looking Statements

This press release contains forward-looking statements and information within the meaning of applicable securities law. Forward-looking statements can be identified by the expressions "expects", "estimates", "will" and similar expressions. The forward-looking statements are not historical facts but reflect the current expectations of Gazit America regarding future results or events and are based on information currently available to management of Gazit America.

Management of Gazit America believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, management can give no assurance that the actual results or developments will be consistent with these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Factors that could cause actual results or events to differ materially from those expressed, implied or projected by forward-looking statements include, but are not limited to, risks associated with satisfying approvals and other conditions for the proposed transaction and general economic conditions. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Gazit America undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by applicable securities law.

All forward-looking statements in this press release are made as of the date hereof and are qualified by these cautionary statements. 

SOURCE: Gazit America Inc.

For further information:

Gail C. Mifsud, CEO
Gazit America Inc.
109 Atlantic Avenue, Suite 303
Toronto, Ontario, Canada M6K 1X4
Tel: (416) 447-6400
Fax: (416) 447-6488
www.gazitamerica.com

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Gazit America Inc.

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