/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE
TORONTO, July 24, 2012 /CNW/ - Gazit America Inc. ("Gazit America") (TSX: GAA) announced today that the amount of the cash payment and
the fraction of a common share of First Capital Realty Inc. ("First Capital") payable pursuant to the arrangement (the "Arrangement") involving Gazit America, Gazit-Globe Ltd. ("Gazit-Globe") and First Capital has been determined, in accordance with the terms
of the arrangement agreement between the parties dated June 20, 2012,
to be $3.31 and 0.2343 of a First Capital common share, respectively,
for each common share of Gazit America not already beneficially owned
The aggregate value of the cash consideration and the share
consideration is $7.65, based on the $18.53 closing trading price of
the First Capital common shares on the TSX today. This represents a
premium of 53% and 56%, respectively, to the closing price and 20
trading-day volume-weighted average share price, respectively, of the
common shares of Gazit America on May 3, 2012, the date prior to the
announcement that the parties had entered into negotiations with
respect to this transaction.
Brookfield Financial Corp. has advised that, subject to certain
limitations and qualifications, the consideration offered to the common
shareholders of Gazit America (other than Gazit-Globe and its
affiliates) is fair, from a financial point of view, as of the date
hereof. The Board of Directors of Gazit America has accordingly
reaffirmed its recommendation that shareholders vote in favour of the
resolution to approve the Arrangement.
Shareholders are encouraged to review the management information
circular of Gazit America, dated June 27, 2012, which provides a
detailed discussion of the Arrangement, as well as the reasons behind
the Board of Directors' recommendation. A copy of the circular is
available on SEDAR at www.sedar.com under Gazit America's profile. 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
Shareholders who have questions or require any additional information in
order to vote their common shares of Gazit America 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 firstname.lastname@example.org.
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.
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, share price volatility for First Capital 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