TEL-AVIV, Israel and TORONTO, June 21, 2012 /CNW/ - Gazit-Globe Ltd.
("Gazit-Globe") (TASE: GLOB) (NYSE: GZT), First Capital Realty Inc.
("First Capital Realty") (TSX: FCR) and Gazit America Inc. ("Gazit
America") (TSX: GAA) announced today that they have entered into an
agreement with respect to the acquisition by Gazit-Globe of all of the
common shares of Gazit America not already beneficially owned by
Gazit-Globe for consideration currently valued at $7.32 for each common
share of Gazit America, payable in cash, and in common shares of First
Capital Realty. Gazit-Globe currently beneficially owns approximately
73.1% of the outstanding shares of Gazit America. The transaction,
which is structured as an arrangement, will require, among other
things, approval by all shareholders, including a majority of the
minority shareholders, of Gazit America at an annual and special
meeting called for this purpose (the "Special Meeting"). The Special
Meeting is expected to be held in late July, and if approved, the
transaction is expected to close shortly thereafter.
The total consideration value of $7.32 per Gazit America common share
assumes 20 trading-day volume-weighted average and current share prices
of $18.60 for the First Capital Realty common shares and a 20
trading-day volume-weighted average share price for Equity One, Inc.
("Equity One") common shares within the range of US$19.50 to US$20.50,
resulting in the receipt by the minority shareholders of Gazit America
of a cash payment of $3.02 and 0.2312 common shares of First Capital
Realty for each Gazit America common share. This represents a premium
of 46% and 49%, 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
The cash portion of the consideration is currently valued at $3.02 for
each common share of Gazit America, and is subject to adjustment based
on the 20 trading-day volume-weighted average share price of the common
shares of Equity One on the seventh trading day prior to the Special
Meeting. If such price is greater than US$20.50 or less than US$19.50,
the cash portion will increase or decrease, respectively, by the amount
in Canadian dollars (using an exchange rate of US$1.00 = Cdn$1.0184 )
equal to 40% of the number of US dollars by which such price is greater
than US$20.50 or is less than US$19.50. As of the close of markets on
June 20, 2012, the 20 trading-day volume-weighted average share price
of the common shares of Equity One was US$20.22.
The share portion of the consideration will comprise the prorata portion
of those common shares delivered by First Capital Realty in payment by
it for the shares of Gazit America's subsidiaries, ProMed Properties
(CA) Inc. ("ProMed") and ProMed Asset Management Inc., which together
own and manage the medical office and retail properties of Gazit
America, and certain inter-company indebtedness owing to Gazit America.
As part of the arrangement, First Capital Realty will purchase these
shares and indebtedness from Gazit America. Payment for the Gazit
America subsidiaries shares and inter-company indebtedness will be made
by the assumption by First Capital Realty of certain property-related
indebtedness and the delivery of a number of First Capital Realty
common shares determined by reference to the 20 trading-day
volume-weighted average share price on the seventh trading day prior to
the Special Meeting, but in no case will this price per First Capital
Realty common share be less than $18.20 or greater than $19.00. As a
result, the share portion of the consideration for each common share of
Gazit America will be no more than 0.2363 and no less than 0.2264
common shares of First Capital Realty. As of the close of markets on
June 20, 2012, the 20 trading-day volume-weighted average share price
of the common shares of First Capital Realty was $18.26.
Holders of the warrants of Gazit America expiring on November 30, 2015
("2015 Warrants") will be entitled to receive a cash payment equal to
the intrinsic value of such warrants based upon the consideration
payable to Gazit America shareholders. Based upon the assumed total
consideration value of $7.32 per share, holders of the 2015 Warrants
would receive a cash payment of $1.69 per common share subject to such
warrants. Holders of the warrants of Gazit America expiring on November 30, 2016
will be entitled to a cash payment of $0.25 per common share subject to
The Board of Directors of Gazit America has determined that the
Arrangement is in the best interests of Gazit America and has resolved
to recommend that shareholders vote in favour of the Arrangement at the
Special Meeting, based upon the recommendation of a special committee
of directors comprised of directors independent of Gazit-Globe and
First Capital Realty. The Special Committee has received advice from
Brookfield Financial Corp. indicating 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
ProMed owns 12 medical office and retail properties and a 50% interest
in a thirteenth property jointly owned with First Capital Realty,
totalling approximately 930,000 square feet of leasable space located
close to existing First Capital Realty properties in Calgary, Edmonton,
the Greater Toronto Area, London Ontario, Ottawa and the Greater
Montreal Area. Approximately 75% of total monthly rents at the ProMed
properties are derived from personal and health care tenants including
primary care networks, family health teams, pharmacies and
laboratories, as well as doctors, dentists and other individual
healthcare professionals, with the balance derived from leading grocery
and drug stores, banks and financial institutions, national and
discount retailers, as well as fast food and coffee shops. The ProMed
properties were 87% occupied at March 31, 2012.
ABOUT GAZIT-GLOBE (TASE: GLOB; NYSE: GZT)
Gazit-Globe is one of the largest owners and operators of
supermarket-anchored shopping centers in the world. In addition,
Gazit-Globe is active in North America in the healthcare real estate
sector. Gazit-Globe is listed on the Tel Aviv Stock Exchange (TASE:
GLOB) and is included in the TA-25 and the Real-Estate 15 indices in
Israel. Gazit-Globe is also listed on the New York Stock Exchange
(NYSE: GZT). The group operates properties with a total value of
approximately $18.5 billion in more than 20 countries and owns and
operates over 600 properties with a gross leasable area of
approximately 73 million square feet.
ABOUT FIRST CAPITAL REALTY (TSX: FCR)
First Capital Realty is Canada's leading owner, developer and operator
of supermarket and drugstore anchored neighbourhood and community
shopping centres, located predominantly in growing urban markets. The
company currently owns interests in 164 properties, including eight
under greenfield development, totalling approximately 22.8 million
square feet of gross leasable area and three sites in the planning
stage for future retail development.
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-Globe,
First Capital Realty and Gazit America, as applicable, regarding future
results or events and are based on information currently available to
management of such entities.
Management of each of Gazit-Globe, First Capital Realty and Gazit
America believe that the expectations reflected in forward-looking
statements are based upon reasonable assumptions; however, management
of such entities 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
Realty and Equity One, Inc. 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. Each of Gazit-Globe, First
Capital Realty and 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 First Capital Realty Inc.
For further information:
For further information regarding Gazit-Globe:
Roni Soffer, President
Gadi Cunia, Senior Executive VP and CFO
Gazit Globe, Ltd.
1 HaShalom Rd.
Tel Aviv, Israel 67892
Tel: 972 3 694 8000
For further information regarding First Capital Realty:
Dori J. Segal, President & CEO, or
Karen H. Weaver, EVP & CFO
First Capital Realty Inc.
85 Hanna Avenue, Suite 400
Toronto, Ontario, Canada M6K 3S3
Tel: (416) 504-4114
For further information regarding Gazit America:
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