First Capital Realty announces intention to make take-over bid for Sterling Centrecorp common shares and debentures



    TORONTO, April 29 /CNW/ - First Capital Realty Inc. ("First Capital
Realty") (TSX: FCR) Canada's leading owner, developer and operator of
supermarket-anchored neighbourhood and community shopping centres, located
predominantly in growing metropolitan areas, announced today that it intends
to make an all-cash take-over bid to acquire all of the outstanding common
shares of Sterling Centrecorp Inc. ("Sterling"), at a price of $1.62 per
share. This offer price represents a 29% premium over the consideration
offered in the going-private transaction proposed by SCI Acquisition Inc.
("SCI Acquisition"), and an 80% premium over the closing price of the Sterling
common shares on the Toronto Stock Exchange on February 7, 2007, the last
trading day prior to the announcement of the SCI Acquisition transaction. The
offer will be subject to customary conditions, except that it will not be
subject to any minimum tender condition, and will be subject to the condition
that the plan of arrangement proposed by Sterling and SCI Acquisition does not
receive final approval. First Capital Realty and its affiliates currently own
approximately 8.4% of Sterling's outstanding common shares.
    First Capital Realty has delivered a letter to the special committee
established by Sterling's board of directors to advise of First Capital
Realty's intention to make the offer and to strongly reiterate its request
that Sterling postpone the annual and special meeting of shareholders
currently scheduled for Monday, April 30. This request is based on First
Capital Realty's proposed offer, and the announcement on Friday, April 27 by
the Ontario Securities Commission that it has convened a hearing on May 11,
2007 to consider whether SCI Acquisition and the parties to support agreements
in respect of the proposed plan of arrangement are "joint actors" for the
purposes of Ontario securities laws. The votes of "joint actors" would be
excluded from the vote by minority shareholders at the upcoming meeting.
    First Capital Realty previously announced on April 25, 2007 that it had
approached Sterling's special committee to discuss a proposed bid, which would
be subject to completion of due diligence and other customary conditions. The
special committee advised First Capital Realty on Friday, April 27 that it
would not provide access to due diligence materials or otherwise participate
in discussions with First Capital Realty, citing contractual restrictions
between Sterling and SCI Acquisition.
    First Capital Realty also announced that it intends to make a concurrent
offer to acquire all of the outstanding 8.5% convertible unsecured debentures
of Sterling at 105% of the principal amount thereof, together with accrued and
unpaid interest. This purchase price is the same as that provided for in
connection with the plan of arrangement. This offer would be subject to the
same conditions as the concurrent offer for common shares, as well as a
further condition that at least 39% of the outstanding Sterling common shares
shall have been tendered to First Capital Realty's offer.
    First Capital Realty intends to make the formal offers as soon as
reasonably possible.
    This news release does not constitute an offer for or solicitation of
Sterling common shares in any jurisdiction. Any such offer or solicitation
will be made only by formal offer and only in those jurisdictions where First
Capital Realty may legally do so.

    ABOUT FIRST CAPITAL REALTY

    First Capital Realty is Canada's leading owner, developer and operator of
supermarket-anchored neighbourhood and community shopping centres, located
predominantly in growing metropolitan areas. The Company currently owns
interests in 161 properties, including 7 under development, with approximately
18.9 million square feet of gross leasable area. In addition, the Company owns
13.9 million shares of Equity One (approximately 19%), one of the largest
shopping centre REITS in the southern U.S., that trades on the New York Stock
Exchange under the ticker symbol EQY. Including its investments in Equity One,
the Company has interests in 334 properties totalling approximately
36.8 million square feet of gross leasable area.





For further information:

For further information: Dori J. Segal, President & C.E.O., or Karen H.
Weaver, C.F.O., First Capital Realty Inc., King Liberty Village, 85 Hanna
Avenue, Suite 400, Toronto, Ontario, Canada M6K 3S3, Tel: (416) 504-4114, Fax:
(416) 941-1655, www.firstcapitalrealty.ca


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