Welcome!

Microsoft Cloud Authors: Janakiram MSV, Yeshim Deniz, David H Deans, Andreas Grabner, Stackify Blog

News Feed Item

KingSett Capital led consortium announces intention to make all-cash offer to acquire Primaris Retail REIT in a transaction valued at $4.4 billion

Highlights

  • Offer price of $26.00 per unit of Primaris Retail REIT.
  • Offer price represents a premium of approximately 13.3% to the volume-weighted average trading price of Primaris' units on the TSX over the 20 trading days ended December 4, 2012, and a premium valuation for all of Primaris' portfolio of properties.
  • All-cash consideration provides Primaris' unitholders with certainty of value and immediate liquidity.
  • KingSett Capital's consortium consists of certain KingSett Capital funds and Ontario Pension Board, and is supported by an agreement with RioCan to purchase certain Primaris assets following completion of the Offer. This group of leading Canadian institutional real estate investors is fully committed to working together to complete the transaction.
  • The consortium also has the full support of significant investors in KingSett Capital funds, including Alberta Investment Management Corp. and Ivanhoé Cambridge.

TORONTO, Dec. 5, 2012 /PRNewswire/ - A KingSett Capital led consortium that includes Ontario Pension Board today announced its intention to make an all-cash offer to purchase all of the issued and outstanding trust units (the "Units") of Primaris Retail Real Estate Investment Trust ("Primaris") at a price of $26.00 in cash per Unit (the "Offer"). The total transaction is valued at $4.4 billion.

The Offer price represents a premium of approximately 12.8% to the closing price of $23.04 per Unit on the TSX on December 4, 2012 and a premium of approximately 13.3% to the volume weighted average trading price of $22.95 per Unit over the 20 trading days on the TSX up to and including December 4, 2012.

The Offer price, which is above the all-time highest historical trading price of Primaris Units on the TSX prior to this announcement, represents a premium valuation that fully reflects the composition of Primaris' property portfolio.

Commenting on the Offer, KingSett Capital Managing Partner, Mr. Jon Love, said "This is a strong and compelling offer, providing unitholders with a premium price at a time of peak valuations in the sector. The all-cash offer provides Primaris' unitholders with an attractive opportunity to obtain immediate liquidity in the face of economic uncertainty and volatile markets. We firmly believe that this offer will be very appealing to unitholders."

Ontario Pension Board Chief Executive Officer, Mr. Mark Fuller, added "This transaction provides significant and immediate value to Primaris' unitholders and is fully aligned with our strategy to increase our exposure to private market investments, such as real estate, private equity, and infrastructure, by partnering with leading institutions."

The Offeror and its Supporters

The Offer will be made by KS Acquisition II LP (the "Offeror"), a limited partnership owned equally by a subsidiary of KingSett Real Estate Growth LP #5 ("KingSett LP 5"), an affiliate of KingSett Capital, and OPB Finance Trust II ("OPB Trust"), an affiliate of Ontario Pension Board. The Offeror and its affiliates own 6,880,000 trust units of Primaris, representing approximately 7% of Primaris' currently issued and outstanding trust units, making them one of the largest unitholders based on publicly available information.

In connection with the transaction, RioCan Real Estate Investment Trust ("RioCan"), has agreed to purchase certain Primaris properties from the Offeror upon completion of the transaction for an aggregate purchase price of approximately $1.1 billion. RioCan, Canada's largest real estate investment trust with a total capitalization of approximately $13.9 billion as at September 30, 2012, owns and manages Canada's largest portfolio of shopping centres.

In addition to RioCan, other supporters of the transaction, in their roles as limited partners of certain KingSett Capital funds, include Alberta Investment Management Corp. ("AIMCo"), Ivanhoé Cambridge, and a number of other leading Canadian institutional real estate investors.  AIMCo is one of Canada's largest and most diversified institutional investment fund managers, with an investment portfolio of approximately $70 billion.  Ivanhoé Cambridge, with assets of more than $30 billion, is one of the world's 10 largest real estate companies and one of Canada's largest owners of shopping centres.

The KingSett Capital led consortium and its supporters represent some of Canada's most prominent institutional real estate investors and landlords, who possess a thorough understanding of the Canadian retail real estate market. They have a proven track record for completing major real estate transactions and are fully committed to completing this transaction.

Additional Details of the Offer

Full details of the Offer will be included in the formal offer and take-over bid circular which will be publicly filed with Canadian securities regulatory authorities in the coming days and subsequently mailed to unitholders.

The Offer will be subject to certain conditions including, without limitation, that the number of Units tendered under the Offer, together with Units owned by the Offeror or its affiliates upon expiry of the Offer, constitute at least 66⅔% of the Units then outstanding (calculated on a fully-diluted basis). The Offer will also be conditional upon the Primaris unitholder rights plan being terminated or determined to be ineffective, receipt of all regulatory approvals, no material adverse change in Primaris and other conditions customary for transactions of this nature.

Transaction Financing

The Offeror has secured, on a firm, committed basis, all of the financing required to complete the transaction and to provide for any post-closing refinancing and on-going liquidity requirements.  Funding for the Offer will be provided by KingSett LP 5, OPB Trust, fully underwritten debt financing commitments from The Toronto-Dominion Bank and firm contracted asset sales to RioCan and various partnerships involving Ontario Pension Board entities and KingSett Capital funds. The Offer is fully financed and not subject to any financing condition.

Advisors

The Offeror has engaged TD Securities Inc. as financial advisor.  Its legal advisors are Osler, Hoskin & Harcourt LLP and Bennett Jones LLP.

About KingSett Capital

KingSett Capital is Canada's leading private equity real estate investment business, co-investing with pension fund and high net worth individual clients. KingSett Capital invests through a series of growth funds, mortgage funds and a core investment income fund, each with its own risk/return strategy. KingSett Capital has executed transactions valued at over $12.5 billion in the past 10 years.

About Ontario Pension Board

Ontario Pension Board administers Ontario's Public Service Pension Plan, a defined benefit pension plan serving more than 42,000 members and their employers as well as more than 40,000 pensioners and deferred members. With more than $17 billion in assets, it is one of Canada's largest pension plans.  Over the last 20 years, Ontario Pension Board has become one of Canada's leading direct owners of high quality shopping centres.

Important Notice

This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The release, publication and distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published and distributed should inform themselves about and observe such restrictions. The Offer is not being made in, nor will deposits of securities be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it deems necessary to extend the Offer in any such jurisdiction.

Forward-Looking Statements

Certain information contained in this news release constitutes "forward-looking information" (or "forward-looking statements") within the meaning of applicable securities laws. All statements, other than statements of historical or present fact, constitute forward-looking information and typically include words and phrases about the future such as "may", "will", "anticipate", "estimate", "anticipate", "expect", "plan", "intend", "believe", "predict", "goal", "target", "project", "potential", "strategy" and "outlook" or the negative thereof or similar variations. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable by each of KingSett Capital and Ontario Pension Board, are inherently subject to significant business, economic and competitive uncertainties and contingencies. KingSett Capital and Ontario Pension Board caution the reader that such forward-looking information involves known and unknown risks, uncertainties and other factors, estimates and assumptions that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking information. Some important factors, estimates and assumptions that could cause actual results to differ materially from expectations include, among other things, the assumption that KingSett Capital and Ontario Pension board will acquire a 100% interest in Primaris through the Offer; the assumption that all of the conditions to the Offer will be satisfied; certain assumptions relating to general economic conditions, market factors, competition, changes in government regulation and changes in prevailing interest rates; and the assumption that there are no inaccuracies or material omissions in Primaris' publicly available information, and that Primaris has not disclosed events which may have occurred or which may affect the significance or accuracy of such information. While KingSett Capital and Ontario Pension Board consider these factors, estimates and assumptions to be reasonable based on information currently available to them, they may prove to be inaccurate.

The information concerning Primaris contained in this press release has been taken from or is based entirely upon Primaris' publicly available documents and has not been independently verified by KingSett Capital or Ontario Pension Board. Neither KingSett Capital, Ontario Pension Board, nor any of their respective directors or officers assumes any responsibility for the accuracy or completeness of such  information, or for any failure by Primaris to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information, but which are unknown to KingSett Capital and Ontario Pension Board. Forward-looking information contained herein are made as of the date of this press release based on the opinions and estimates of each of KingSett Capital and Ontario Pension Board on the date statements containing such forward-looking information are made. KingSett Capital and Ontario Pension Board do not undertake any obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except to the extent legally required.  Accordingly, readers should not place any undue reliance on forward-looking information.

SOURCE KingSett Capital

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

@ThingsExpo Stories
Organizations do not need a Big Data strategy; they need a business strategy that incorporates Big Data. Most organizations lack a road map for using Big Data to optimize key business processes, deliver a differentiated customer experience, or uncover new business opportunities. They do not understand what’s possible with respect to integrating Big Data into the business model.
Recently, REAN Cloud built a digital concierge for a North Carolina hospital that had observed that most patient call button questions were repetitive. In addition, the paper-based process used to measure patient health metrics was laborious, not in real-time and sometimes error-prone. In their session at 21st Cloud Expo, Sean Finnerty, Executive Director, Practice Lead, Health Care & Life Science at REAN Cloud, and Dr. S.P.T. Krishnan, Principal Architect at REAN Cloud, will discuss how they b...
Enterprises have taken advantage of IoT to achieve important revenue and cost advantages. What is less apparent is how incumbent enterprises operating at scale have, following success with IoT, built analytic, operations management and software development capabilities – ranging from autonomous vehicles to manageable robotics installations. They have embraced these capabilities as if they were Silicon Valley startups. As a result, many firms employ new business models that place enormous impor...
SYS-CON Events announced today that Dasher Technologies will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Dasher Technologies, Inc. ® is a premier IT solution provider that delivers expert technical resources along with trusted account executives to architect and deliver complete IT solutions and services to help our clients execute their goals, plans and objectives. Since 1999, we'v...
SYS-CON Events announced today that MIRAI Inc. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MIRAI Inc. are IT consultants from the public sector whose mission is to solve social issues by technology and innovation and to create a meaningful future for people.
SYS-CON Events announced today that TidalScale, a leading provider of systems and services, will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. TidalScale has been involved in shaping the computing landscape. They've designed, developed and deployed some of the most important and successful systems and services in the history of the computing industry - internet, Ethernet, operating s...
SYS-CON Events announced today that TidalScale will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. TidalScale is the leading provider of Software-Defined Servers that bring flexibility to modern data centers by right-sizing servers on the fly to fit any data set or workload. TidalScale’s award-winning inverse hypervisor technology combines multiple commodity servers (including their ass...
Amazon is pursuing new markets and disrupting industries at an incredible pace. Almost every industry seems to be in its crosshairs. Companies and industries that once thought they were safe are now worried about being “Amazoned.”. The new watch word should be “Be afraid. Be very afraid.” In his session 21st Cloud Expo, Chris Kocher, a co-founder of Grey Heron, will address questions such as: What new areas is Amazon disrupting? How are they doing this? Where are they likely to go? What are th...
SYS-CON Events announced today that IBM has been named “Diamond Sponsor” of SYS-CON's 21st Cloud Expo, which will take place on October 31 through November 2nd 2017 at the Santa Clara Convention Center in Santa Clara, California.
Infoblox delivers Actionable Network Intelligence to enterprise, government, and service provider customers around the world. They are the industry leader in DNS, DHCP, and IP address management, the category known as DDI. We empower thousands of organizations to control and secure their networks from the core-enabling them to increase efficiency and visibility, improve customer service, and meet compliance requirements.
Join IBM November 1 at 21st Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA, and learn how IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Cognitive analysis impacts today’s systems with unparalleled ability that were previously available only to manned, back-end operations. Thanks to cloud processing, IBM Watson can bring cognitive services and AI to intelligent, unmanned systems. Imagine a robot vacuum that becomes your personal assistant tha...
SYS-CON Events announced today that IBM has been named “Diamond Sponsor” of SYS-CON's 21st Cloud Expo, which will take place on October 31 through November 2nd 2017 at the Santa Clara Convention Center in Santa Clara, California.
In his Opening Keynote at 21st Cloud Expo, John Considine, General Manager of IBM Cloud Infrastructure, will lead you through the exciting evolution of the cloud. He'll look at this major disruption from the perspective of technology, business models, and what this means for enterprises of all sizes. John Considine is General Manager of Cloud Infrastructure Services at IBM. In that role he is responsible for leading IBM’s public cloud infrastructure including strategy, development, and offering ...
SYS-CON Events announced today that N3N will exhibit at SYS-CON's @ThingsExpo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. N3N’s solutions increase the effectiveness of operations and control centers, increase the value of IoT investments, and facilitate real-time operational decision making. N3N enables operations teams with a four dimensional digital “big board” that consolidates real-time live video feeds alongside IoT sensor data a...
In a recent survey, Sumo Logic surveyed 1,500 customers who employ cloud services such as Amazon Web Services (AWS), Microsoft Azure, and Google Cloud Platform (GCP). According to the survey, a quarter of the respondents have already deployed Docker containers and nearly as many (23 percent) are employing the AWS Lambda serverless computing framework. It’s clear: serverless is here to stay. The adoption does come with some needed changes, within both application development and operations. Tha...
SYS-CON Events announced today that Avere Systems, a leading provider of enterprise storage for the hybrid cloud, will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Avere delivers a more modern architectural approach to storage that doesn't require the overprovisioning of storage capacity to achieve performance, overspending on expensive storage media for inactive data or the overbui...
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend 21st Cloud Expo October 31 - November 2, 2017, at the Santa Clara Convention Center, CA, and June 12-14, 2018, at the Javits Center in New York City, NY, and learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
Smart cities have the potential to change our lives at so many levels for citizens: less pollution, reduced parking obstacles, better health, education and more energy savings. Real-time data streaming and the Internet of Things (IoT) possess the power to turn this vision into a reality. However, most organizations today are building their data infrastructure to focus solely on addressing immediate business needs vs. a platform capable of quickly adapting emerging technologies to address future ...
Digital transformation is changing the face of business. The IDC predicts that enterprises will commit to a massive new scale of digital transformation, to stake out leadership positions in the "digital transformation economy." Accordingly, attendees at the upcoming Cloud Expo | @ThingsExpo at the Santa Clara Convention Center in Santa Clara, CA, Oct 31-Nov 2, will find fresh new content in a new track called Enterprise Cloud & Digital Transformation.
Most technology leaders, contemporary and from the hardware era, are reshaping their businesses to do software. They hope to capture value from emerging technologies such as IoT, SDN, and AI. Ultimately, irrespective of the vertical, it is about deriving value from independent software applications participating in an ecosystem as one comprehensive solution. In his session at @ThingsExpo, Kausik Sridhar, founder and CTO of Pulzze Systems, will discuss how given the magnitude of today's applicati...