QUÉBEC CITY, Jan. 27, 2012 /CNW Telbec/ - Cominar Real Estate Investment
Trust (TSX: CUF.UN) ("Cominar") announced that as of 3:00 p.m. (Toronto Time) on January 27, 2012,
37,692,827 trust units (the "Canmarc Units") of Canmarc Real Estate Investment Trust (TSX: CMQ.UN) ("Canmarc") had been deposited to the offer (the "Offer") by wholly-owned subsidiaries of Cominar (the "Cominar Acquisition Group") to acquire all of the issued and outstanding Canmarc Units, and all
other conditions of the Offer have been 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% of the Canmarc Units outstanding. Canmarc Units
deposited under the Offer will be paid for on January 30, 2012. 54.0%
of the Canmarc Units tendered were tendered into the unit alternative
of the Offer and 46.0% 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 5:00 p.m. (Toronto time) on February 7, 2012 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% of the issued and outstanding Canmarc Units. If at
least 90% 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.
("Kingsdale"), 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 email at firstname.lastname@example.org.
Advisors and Lenders
BMO Capital Markets acted as Cominar's senior financial advisor and
Davies Ward Phillips & Vineberg LLP acted as Cominar's legal counsel.
Desjardins Securities Inc. and National Bank Financial Inc. also acted
as financial advisors to Cominar.
National Bank of Canada, Bank of Montreal and Caisse Centrale Desjardins
have provided Cominar with a facility to fund the cash consideration
payable for the Canmarc Units.
PROFILE as at January 27, 2012
Cominar is the largest commercial property owner in the Province of
Québec. Cominar owns a real estate portfolio of 269 high-quality
properties, consisting of 53 office, 55 retail and 161 industrial and
mixed-use buildings that cover a total area of 21.0 million square feet
in the Greater Québec City, Montréal and Ottawa-Gatineau areas, as well
as in the Atlantic Provinces. Cominar's objectives are to deliver
growing cash distributions payable monthly to its unitholders and to
maximize unitholder value by way of integrated management and the
expansion of its portfolio.
This press release may contain forward-looking statements with respect
to Cominar and its operations, strategy, financial performance and
financial condition. These statements generally can be identified by
the use of forward-looking words such as "may", "will", "expect",
"estimate", "anticipate", "intend", "believe" or "continue" or the
negative thereof or similar variations. The actual results and
performance of Cominar discussed herein could differ materially from
those expressed or implied by such statements. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations. Some important factors that could
cause actual results to differ materially from expectations include,
among other things, general economic and market factors, increased
indebtedness associated to the Offer, competition, changes in
government regulation and the factors described under "Risk Factors" in
the Annual Information Form of Cominar. The cautionary statements
qualify all forward-looking statements attributable to Cominar and
persons acting on its behalf. Unless otherwise stated, all
forward-looking statements speak only as of the date of this press
SOURCE COMINAR REAL ESTATE INVESTMENT TRUST
For further information:
Mr. Michel Dallaire, P.Eng.
President and Chief Executive Officer
Cominar Real Estate Investment Trust
Mr. Michel Berthelot
Executive Vice President and Chief Financial Officer
Cominar Real Estate Investment Trust
(418) 681-6300 ext. 2266