TORONTO, Oct. 21 /CNW/ - Revenue Properties Company Limited (TSX: RPC)
("RPCL") announced that its Board of Directors has approved a management
information circular (the "Circular") for a special meeting (the "Meeting") of
Shareholders to be held on November 19, 2008 at 11:00 a.m. and the sending out
of the Circular on October 23, 2008. The Circular contains time sensitive
information which requires an election by a registered Shareholder prior to
5:00 p.m. (Toronto Time) on November 17, 2008 (the "Election Deadline"). A
non-registered Shareholder whose common shares of RPCL ("RPC Shares") are held
beneficially and are registered in the name of an intermediary should contact
that intermediary as soon as possible for instructions and assistance in order
that the intermediary may make the appropriate election on behalf of such
non-registered Shareholder before the Election Deadline.
The Meeting is being convened in response to Morguard Corporation's
("Morguard") previously announced intention to request a meeting to seek the
approval of a subsequent acquisition transaction through which Morguard would
acquire all of the remaining RPC Shares. Notwithstanding the fact that the
Board of Directors has approved the holding of the Meeting and reviewed the
corresponding amalgamation agreement, and has authorized RPCL to enter into
the amalgamation agreement, it is not making a recommendation to Shareholders
in respect of the Amalgamation (as defined below). The Board of Directors
believes that there is sufficient information available to Shareholders to
enable them to form their own opinion with respect to the Amalgamation without
the need for a recommendation by the Board of Directors. If the Amalgamation
is not completed, Morguard has agreed to reimburse RPCL for all of the costs
and expenses incurred in relation to the Meeting.
At the Meeting, Shareholders will be asked to consider, and if deemed
appropriate, approve, a transaction involving the amalgamation (the
"Amalgamation") of RPCL and an indirectly wholly-owned, subsidiary of Morguard
through which Morguard would acquire all of the remaining RPC Shares that it
or its affiliates do not currently own. The Amalgamation is more fully
described in the Circular.
Should the Amalgamation become effective, Shareholders, other than
Morguard or its affiliates and Shareholders who properly dissent, will receive
for each RPC Share held, at the election of such Shareholder: (i) 0.33 of a
common share of Morguard; or (ii) one redeemable preferred shares of the new
corporation resulting from the amalgamation, which will then be redeemed for
an aggregate of $12.00 in cash. The consideration offered to Shareholders
pursuant to the proposed Amalgamation is at least equal in value to and in the
same form as the consideration offered by Morguard under the take-over bid
dated June 10, 2008.
Under the terms of the amalgamation agreement, the Amalgamation is
subject to a number of conditions, including the approval of the Amalgamation
by: (i) at least two-thirds of the votes cast by Shareholders present in
person or by proxy at the Meeting and entitled to vote at the Meeting; and
(ii) by a majority of the votes cast by "minority" shareholders ("Minority
Approval"), as such term is used in Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions, as amended
and replaced from time to time. In respect of Minority Approval, 1,058,193 of
the RPC Shares taken up by Morguard pursuant to the Offer may be counted as
part of the votes attached to the RPC Shares held by minority shareholders.
If Shareholders approve the Amalgamation at the Meeting, it is
anticipated that the Amalgamation will occur prior to the end of November. At
that time, RPCL would become an indirect wholly-owned subsidiary of Morguard
and it is intended that the RPC Shares will cease trading on the TSX.
The Circular, a Letter of Transmittal and Election Form and Proxy will be
available under RPCL's profile on the SEDAR website at www.sedar.com.
For further information:
For further information: Paul Miatello, Chief Financial Officer, Tel: