Sterling Centrecorp Inc. and SCI Acquisition Inc. make a joint announcement regarding the recent Ontario Securities Commission order



    Listed TSX: SCF (Sterling Centrecorp Inc.)

    TORONTO, June 5 /CNW/ - Sterling Centrecorp Inc. (TSX: SCF) (the
"Company"), today announced that the Ontario Securities Commission (the
"Commission") has issued its order in connection with the hearing which was
held on May 17, 2007. The Order, in effect, confirmed that the requisite
majority of the minority shareholder vote was obtained at the Company's
Shareholders' Meeting held on April 30, 2007 in order to pass the resolution
approving the Arrangement Agreement between the Company and SCI Acquisition
Inc. ("SCI"). The Order directed that the Company exclude the votes attaching
to the securities of the Company held by two of the parties to the support
agreements from the calculation of the majority of the minority, but the vote
was nevertheless carried. The Order otherwise dismissed the Application
brought before the Commission by First Capital Realty Inc. ("FCR") and Gazit
Canada Inc.
    When the Company and SCI announced the going private transaction
contemplated by the Arrangement Agreement on February 8, 2007, the parties
were of the view, that for the reasons stated in the Management Information
Circular calling the Shareholders' Meeting, they did not expect that a
competing offer would be made for the Company. However, on May 15, 2007, FCR
made a conditional offer, without due diligence, for all of the common shares
of the Company at $1.62 per share as well as for the Company's convertible
debentures. FCR has advised the Company's Special Committee that they would
like to gain access to due diligence information, and that if such access is
granted, FCR may be prepared to raise their per share offer price and waive
their conditions.
    The Company has requested the consent of SCI to permit due diligence
access to FCR. SCI, notwithstanding the favourable ruling received from the
Commission, has agreed, in the interest of trying to maximize shareholder
value, to consent to the Company providing FCR with access to due diligence
information, subject to the signing of a confidentiality agreement.

    Except for historical information, this press release contains
forward-looking statements, which reflect the Company's current expectation
regarding future events. These forward-looking statements involve risks and
uncertainties, which may cause actual results to differ materially from those
statements. Those risks and uncertainties include, but are not limited to,
changing market conditions, and other risks detailed from time-to-time in the
Company's ongoing quarterly filings, annual information form, and annual
reports. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions,
the forward-looking events in this press release might not occur.

    About Sterling Centrecorp Inc.

    Sterling Centrecorp Inc. is a North American real estate investment and
management services company specializing in the retail property sector, which
is traded on the Toronto Stock Exchange. Sterling, through its North American
platform, uncovers and secures real estate opportunities and then aligns
itself with strategic financial partners to maximize returns for all parties.
    The Company has offices located in Toronto, Edmonton, and Montreal, and
its U.S. subsidiary has offices located in West Palm Beach, Charlotte, Dallas,
San Antonio, and Scottsdale.
    Additional company information is available on the Internet at:
www.sterlingcentrecorp.com.

    
    Executive Office:                  U.S. Head Office:
    -----------------                  -----------------

    Sterling Centrecorp Inc.           Sterling USA, Inc.
    2851 John Street, Suite One        One North Clematis Street, Suite 305
    Markham, Ontario L3R 5R7           West Palm Beach, Florida 33401
    Telephone: (905) 477-9200          Telephone: (561) 835-1810
    Facsimile: (905) 477-7390          Facsimile: (561) 833-4118

    Registered Office:
    ------------------

    Sterling Centrecorp Inc.
    123 Edward Street, Suite 703
    Toronto, Ontario M5G 1E2
    Telephone: (416) 593-4093
    Facsimile: (416) 593-0656
    

    %SEDAR: 00001115E




For further information:

For further information: Sterling Centrecorp Inc. - Media contact:
Mansfield Communications Inc., Hugh Mansfield, hugh@mcipr.com, Telephone:
(416) 599-0024; Sterling Centrecorp Inc. - Company contacts: Jack A. Gilbert,
Corporate Governance Officer, (416) 593-4093; John W.S. Preston, Co-Chairman &
Co-Chief Executive Officer, (561) 835-1810; Robert S. Green, President & Chief
Operating Officer, (905) 477-9200; Carol Taccone, Executive Vice-President &
Chief Financial Officer, (905) 477-9200

Organization Profile

STERLING CENTRECORP INC.

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