TORONTO, March 15, 2013 /CNW/ - KEYreit (TSX: KRE.UN) announced today
that the Ontario Securities Commission ("OSC") has issued an order that
will permit KEYreit's Unitholder Rights Plan (the "Rights Plan") to
remain in effect until April 1, 2013 unless KEYreit's value
maximization process ends earlier.
The Rights Plan will remain in effect until the earlier of April 1, 2013
or two business days following the public announcement of any competing
offer or transaction for KEYreit, or upon the abandonment by KEYreit of
the current value maximization process.
As a result of the OSC's order, Huntingdon Capital Corp. ("Huntingdon")
will not be able to take up any units of KEYreit under Huntingdon's
inadequate $7.00 per unit take-over bid offer (the "Inadequate Offer").
"We believe that KEYreit unitholders deserve the opportunity to make an
informed decision after the Board has had sufficient time to fully
explore all available alternatives to the Inadequate Offer, which does
not even start to compensate unitholders for the value of their
ownership in KEYreit," said Donald Biback, Chairman of the board of
trustees (the "Board"). "The OSC's decision enables us to continue our
value maximizing process and we look forward to updating unitholders on
the results of the process as soon as we can."
The OSC's decision followed a hearing yesterday to consider the request
of Huntingdon to cease trade the Rights Plan prior to the expiry of the
Inadequate Offer on March 18, 2013. The OSC denied Huntingdon's
request. The OSC's order may be found at the OSC's website at www.osc.gov.on.ca/en/Proceedings_rad_20130314_keyreit-huntingdon.htm.
Update on KEYreit's value maximization process
KEYreit's Board is continuing to strongly pursue its process to maximize
value for unitholders. The Board remains confident that given the
additional time granted by the OSC, it will be able to present
unitholders with a superior alternative to the Inadequate Offer.
BMO Capital Markets has advised KEYreit that the due diligence process
for potential bidders requires sufficient time to achieve successful
results, given that KEYreit's assets are comprised of 226 properties
across nine provinces. A serious bidder will need to review the
properties, relevant local real estate markets, the leases, third party
reports in respect of the properties (such as environmental site
assessments), related mortgage debt and all relevant corporate
financial information to prepare a binding offer.
Unitholders urged to read key documents
KEYreit urges unitholders to read three key documents that have been
posted to its website at www.keyreittruevalue.com. The three documents are:
A Notice of Change to Trustees Circular dated March 9, 2013 recommending
that unitholders REJECT the Inadequate Offer;
A presentation to unitholders dated March 2013 explaining how the
Inadequate Offer undervalues KEYreit; and
A Management Information Circular dated February 25, 2013 recommending
that unitholders VOTE FOR the Unitholder Rights Plan.
The Notice of Change and the Management Information Circular have been
mailed to unitholders and are also available at www.sedar.com.
If you have tendered your units, you should withdraw them immediately
Unitholders who have tendered units and who wish to obtain advice or
assistance in withdrawing their units are urged to contact their broker
or Kingsdale Shareholder Services Inc., the information agent retained
by KEYreit, at 1-888-518-1562.
KEYreit (TSX: KRE.UN) is Canada's premier small-box retail property
owner with 226 properties in nine provinces across Canada. KEYreit's
properties are well located and geographically diverse across Canada
with the majority of all properties containing long-term quadruple net
To find out more about KEYreit (TSX: KRE.UN), visit our website at www.keyreit.com.
This press release contains certain information or statements that may
constitute forward-looking information within the meaning of securities
laws, which reflect the current view of KEYreit with respect to
KEYreit's objectives, plans, goals, strategies, future growth, results
of financial and operating performance and business prospects and
opportunities. In some cases, forward-looking information can be
identified by the use of terms such as "may", "will", "should",
"expect", "plan", "anticipate", "believe", "intend", "estimate",
"forecast", "predict", "potential", "continue" or other similar
expressions concerning matters that are not historical facts. In
particular, forward-looking information included in this press release
includes, but is not limited to, statements with respect to KEYreit's
value maximizing process, KEYreit's turnaround including its ability to
lease vacant property units, execute planned acquisitions, collect
minimum rents, diversify its tenant base, undertake land
intensification projects, refinance loans and mortgages at their
maturity, complete accretive acquisitions, and maintain or grow monthly
cash distribution levels, and also with respect to the timing of such
events. Forward-looking information should not be read as guarantees of
future events, performance or results, and will not necessarily be
accurate indications of whether, or the times at which, such events,
performance or results will be achieved. All of the statements and
information in this press release containing forward-looking
information are qualified by these cautionary statements.
Forward-looking statements are based on information available at the
time they are made, underlying estimates and assumptions made by
management and management's good faith belief with respect to future
events, performance and results, and are subject to inherent risks and
uncertainties surrounding future expectations generally which could
cause actual results to differ materially from what is currently
expected. Such risks and uncertainties include, but are not limited to
KEYreit's reliance on key tenants, risks associated with investment in
real property, competition, reliance on key personnel, financing and
refinancing risks, distributions, environmental matters, tenant risks,
risks related to current economic conditions and other risk factors
more particularly described in KEYreit's most recent Annual Information
Form available on SEDAR at www.sedar.com. Additional risks and
uncertainties not presently known to KEYreit or that KEYreit currently
believes to be less significant may also adversely affect KEYreit.
KEYreit cautions readers that the list of factors is not exhaustive and
that should certain risks or uncertainties materialize, or should
underlying estimates or assumptions prove incorrect, actual events,
performance and results may vary significantly from those expected.
There can be no assurance that the actual results, performance, events
or activities anticipated by KEYreit will be realized or, even if
substantially realized, that they will have the expected consequences
to, or effect on, KEYreit. The reader should not place undue importance
on forward-looking information and should not rely upon this
information as of any other date.
KEYreit disclaims any intention or obligation to update or revise any
forward-looking information, whether as a result of new information,
future events or otherwise, except as required under applicable
For further information:
KEYreit unitholders, please contact:
Kingsdale Shareholder Services Inc.
1-888-518-1562 toll-free in North America
1-416-867-2272 outside of North America (collect calls accepted)
Media, please contact:
Longview Communications Inc.
Alan Bayless 604-694-6035, email@example.com
Olena Lobach 416-649-8009, firstname.lastname@example.org