/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
TORONTO, July 19, 2012 /CNW/ - Gazit America Inc. ("Gazit America") (TSX: GAA) announced today that ISS Canada, Canada's leading independent proxy firm and an affiliate of Institutional Shareholder Services Inc. ("ISS"), and Glass Lewis & Co., a leading U.S. independent proxy firm, have both recommended to their respective institutional clients that they vote in favour of the proposed arrangement (the "Arrangement") announced on June 21, 2012 under the Business Corporations Act (Ontario) involving Gazit America, Gazit-Globe Ltd. and First Capital Realty Inc.
ISS summarized their conclusion as follows: "The Arrangement enjoys the support of the majority shareholder. To safeguard the interests of minority holders, an independent committee was appointed and a valuation for fairness opinion purposes was sought. There is a satisfactory premium and market reaction is favorable. As there are no significant governance concerns and there is overwhelming shareholder support, approval of this resolution is warranted."
Glass Lewis commented, in part: "We note that the transaction offers shareholders a substantial equity premium and that the consideration value per share falls within the fair value range derived by the independent financial advisor. The consideration also represents an all-time high value for the Company and shareholders. Accordingly, we recommend that shareholders vote FOR this proposal."
The consideration to be received by Gazit America shareholders consists of a cash payment and a fraction of a share of First Capital Realty Inc. for each Gazit America common share, the amount of which will be determined at the close of trading on July 24, 2012 based on the volume weighted average trading prices of the shares of First Capital and Equity One, Inc. Gazit America intends to issue a news release after the close of trading on July 24, 2012 informing shareholders of the amount of the cash payment and the fraction of a share of First Capital payable for each Gazit America share pursuant to 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. The closing of the Arrangement is subject to court approval, regulatory approval and other closing conditions.
The Gazit America shareholders' meeting to consider the Arrangement is scheduled for August 2, 2012 at 2:00 p.m. at the Toronto Board of Trade, 1 First Canadian Place, Suite 350, Toronto, Ontario. Shareholders are encouraged to vote, as all votes are important.
Gazit America shareholders who have questions or need any additional information should contact their professional advisors or can contact 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 [email protected].
ISS is Canada's leading independent proxy advisory firm and the leading authority on proxy voting and corporate governance issues in Canada with over 1,700 clients. ISS has been providing advisory and voting services to leading pension funds, investment managers, mutual funds and other institutional shareholders since 1987.
About Glass, Lewis & Co.
Founded in 2003, Glass, Lewis & Co. is a leading U.S., independent, governance analysis and proxy voting firm, serving institutional investors globally that collectively manage more than US$15 trillion in assets.
ABOUT GAZIT AMERICA (TSX: GAA)
Gazit America's goal is to acquire and develop best in class medical office, health care retail, and mixed use properties, operate them well and continually add value. The Company currently has interest in thirteen properties totalling approximately 930,000 square feet (representing the Company'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, Inc. (NYSE: EQY), a U.S. real estate investment trust.
FORWARD LOOKING STATEMENT ADVISORY
This press release contains forward-looking statements, and other statements concerning Gazit America's objectives and strategies and management's beliefs, plans, estimates and intentions, including with respect to the Arrangement becoming effective. The forward-looking statements are not historical facts but reflect Gazit America's current expectations regarding future results or events and are based on information currently available to management. Certain material factors and assumptions were applied in providing these forward-looking statements. All forward-looking statements in this press release are qualified by these cautionary statements.
Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, management can give no assurance that actual results 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, including that the Arrangement may not be approved by shareholders of Gazit America or by the Court or may not otherwise become effective, general economic conditions, and the matters discussed under "Risk Factors" in Gazit America's Management Information Circular, "Risks and Uncertainties" in Gazit America's current Management's Discussion and Analysis and "Risk Factors" in Gazit America's current Annual Information Form.
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 securities laws.
These forward-looking statements are made as of the date of this press release.
For further information:
Gail Mifsud, C.E.O.
Gazit America Inc.
109 Atlantic Avenue, Suite 303
Toronto, Ontario, Canada M6K 1X4
Tel: (416) 447-6400
Fax: (416) 447-6488