RICHMOND, BC, Nov. 24 /CNW/ - IAT Air Cargo Facilities Income Fund ("IAT") (TSX: ACF.UN) announced today that it has agreed to amend the terms of its proposed combination with Huntingdon Real Estate Investment Trust ("HREIT") (TSX: HNT.UN). Under the terms of the amended combination agreement, IAT unitholders will receive 9.75 trust units of HREIT ("HREIT Units"), or, in the case of certain IAT unitholders resident in the United States or whose IAT trust units are beneficially owned by a person who is resident in the United States, cash in lieu thereof, for each IAT trust unit (each, an "IAT Unit") held. All other terms and conditions of the proposed transaction are substantially as described in the joint information circular of HREIT and IAT dated November 5, 2009 (the "Information Circular"). Upon completion of the proposed combination, as amended, IAT's existing unitholders will own approximately 47.9% of the outstanding HREIT Units and HREIT's existing unitholders will own approximately 52.1%.
FrontFour Capital Group LLC, FrontFour Master Fund Ltd., FrontFour Holdings Inc. and Distressed Securities & Special Situations-1 (collectively, "FrontFour"), which collectively own and control approximately 45% of the IAT Units outstanding, have each entered into a voting agreement confirming its continued support of the combination, as amended. Based on the amended terms of the transaction, FrontFour will own approximately 24.5% of the combined entity after completion of the combination.
In addition, institutional investors collectively exercising control or direction over approximately 14% of the outstanding HREIT Units, have entered into agreements with HREIT to vote in favour of the resolutions to approve the combination, as amended, and related matters.
The completion of the combination, as amended, is subject to certain closing conditions, including: (i) the receipt by IAT of a fairness opinion of its financial advisor that the consideration to be received pursuant to the combination, as amended, is fair from a financial point of view to IAT unitholders; (ii) the final approval of the Toronto Stock Exchange; and (iii) other standard closing conditions.
The trustees of HREIT and IAT have resolved that the combination, as amended, is in the best interest of both entities and their respective unitholders.
IAT notes that the Information Circular contains pro forma financial statements and pro forma financial information for the six-month period ended June 30, 2009, which were prepared on the assumption that the combination would constitute a "reverse take-over" of HREIT by IAT, since under the original terms of the combination, IAT unitholders were expected to own greater than 50% of the outstanding HREIT Units following the completion of the combination. As a result of the amendment to the exchange ratio from 11.75 HREIT Units to 9.75 HREIT Units for each IAT Unit held, HREIT unitholders are now expected to own greater than 50% of the outstanding HREIT Units following the combination, as amended. Accordingly, the combination, as amended, may not be treated as a "reverse take-over" of HREIT by IAT for accounting purposes. The accounting treatment of the combination, as amended, will be determined in due course. Accordingly, IAT unitholders and others are cautioned not to place undue reliance on the pro forma financial statements and pro forma financial information contained in the Information Circular.
The meeting of IAT unitholders scheduled for Thursday, November 26, 2009 at 9:00 a.m. (Vancouver time) will be called and adjourned to Monday, December 7, 2009 at 9:00 a.m. (Vancouver time). The deadline for submitting proxies will be 9:00 a.m. (Vancouver time) on December 6, 2009. The meeting is being adjourned to allow IAT unitholders sufficient time to consider the amended terms. Further information will be available about the amended terms and the fairness of same prior to the meeting of IAT unitholders. IAT unitholders are urged to review this additional information in conjunction with the Information Circular, which is or will be available on SEDAR at www.sedar.com. At the adjourned meeting, a motion to amend the resolution approving the combination will be proposed to reflect the amended terms of the combination. Subject to the satisfaction or waiver of all other conditions of closing, the amended combination is expected to close on or about January 1, 2010.
IAT understands that the meeting of HREIT unitholders to consider the proposed combination will proceed as scheduled on Thursday, November 26, 2009 at 11:00 a.m. (Winnipeg time). The deadline for submitting to CIBC Mellon Trust Company proxies to be used at the meeting of HREIT Unitholders has been extended to 5:00 p.m. on November 25, 2009. All proxies for which a holder of HREIT Units has indicated are to be voted in favour of the resolution approving the combination will be voted in favour of the resolution approving the combination, as amended.
IAT is an unincorporated, open-ended mutual fund trust under the laws of British Columbia, which is listed on the Toronto Stock Exchange under the symbol ACF.UN. IAT owns all of the shares of International Aviation Terminals Inc. ("IAT Inc.") and IAT Management Limited Partnership ("IAT Management LP"). IAT, IAT Inc. and IAT Management LP, specialize in the ownership, construction, management and marketing of aviation-related facilities. IAT currently owns, leases and manages approximately 1.1 million square feet of air cargo and aviation related facilities, on ground-leased land at five of Canada's leading international airports. Approximately 65% of IAT's holdings are located at Vancouver International Airport, Canada's second largest airport, with the balance of the facilities located in Calgary, Edmonton, Saskatoon and Winnipeg. IAT Management LP provides management, operation and administrative services to IAT. More information about IAT Air Cargo Facilities Income Fund can be found on its website www.iat-yvr.com.
The Toronto Stock Exchange has confirmed that the proposed revised exchange ratio is acceptable, subject to satisfying the continuing requirements set out in their prior acceptance letter, including IAT and HREIT unitholder approval.
Forward-Looking Information:
This news release contains certain forward-looking statements relating to the meetings of unitholders of IAT and HREIT and the expected closing date of the combination, as amended, subject to the satisfaction of closing conditions. These statements, which can be identified by the use of the word "expected", involve various risks and uncertainties. These forward-looking statements represent expectations of IAT as of the date hereof, and are subject to change after such date. IAT disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws. This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction. The issuance of this press release is not an admission that any entity named in this press release owns or controls any units of IAT or HREIT or is a joint actor with any other entity.
SOURCE IAT AIR CARGO FACILITIES INCOME FUND
For further information: For further information: IAT CONTACT: Zachary R. George, President and Chief Executive Officer, Tel: (604) 249-5119, Fax: (604) 249-5101, Email zgeorge@iat-yvr.com
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