|By PR Newswire||
|December 5, 2012 07:01 AM EST||
- 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.
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.
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.
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.
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
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
Aug. 1, 2015 04:45 PM EDT Reads: 484
For IoT to grow as quickly as analyst firms’ project, a lot is going to fall on developers to quickly bring applications to market. But the lack of a standard development platform threatens to slow growth and make application development more time consuming and costly, much like we’ve seen in the mobile space. In his session at @ThingsExpo, Mike Weiner, Product Manager of the Omega DevCloud with KORE Telematics Inc., discussed the evolving requirements for developers as IoT matures and conducted a live demonstration of how quickly application development can happen when the need to comply wit...
Aug. 1, 2015 03:15 PM EDT Reads: 328
The Internet of Everything (IoE) brings together people, process, data and things to make networked connections more relevant and valuable than ever before – transforming information into knowledge and knowledge into wisdom. IoE creates new capabilities, richer experiences, and unprecedented opportunities to improve business and government operations, decision making and mission support capabilities.
Aug. 1, 2015 10:00 AM EDT Reads: 317
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at @ThingsExpo, James Kirkland, Red Hat's Chief Architect for the Internet of Things and Intelligent Systems, described how to revolutionize your archit...
Jul. 30, 2015 07:30 PM EDT Reads: 1,414
MuleSoft has announced the findings of its 2015 Connectivity Benchmark Report on the adoption and business impact of APIs. The findings suggest traditional businesses are quickly evolving into "composable enterprises" built out of hundreds of connected software services, applications and devices. Most are embracing the Internet of Things (IoT) and microservices technologies like Docker. A majority are integrating wearables, like smart watches, and more than half plan to generate revenue with APIs within the next year.
Jul. 30, 2015 02:30 PM EDT Reads: 127
Growth hacking is common for startups to make unheard-of progress in building their business. Career Hacks can help Geek Girls and those who support them (yes, that's you too, Dad!) to excel in this typically male-dominated world. Get ready to learn the facts: Is there a bias against women in the tech / developer communities? Why are women 50% of the workforce, but hold only 24% of the STEM or IT positions? Some beginnings of what to do about it! In her Opening Keynote at 16th Cloud Expo, Sandy Carter, IBM General Manager Cloud Ecosystem and Developers, and a Social Business Evangelist, d...
Jul. 30, 2015 12:00 PM EDT Reads: 2,070
In his keynote at 16th Cloud Expo, Rodney Rogers, CEO of Virtustream, discussed the evolution of the company from inception to its recent acquisition by EMC – including personal insights, lessons learned (and some WTF moments) along the way. Learn how Virtustream’s unique approach of combining the economics and elasticity of the consumer cloud model with proper performance, application automation and security into a platform became a breakout success with enterprise customers and a natural fit for the EMC Federation.
Jul. 30, 2015 09:00 AM EDT Reads: 2,171
The Internet of Things is not only adding billions of sensors and billions of terabytes to the Internet. It is also forcing a fundamental change in the way we envision Information Technology. For the first time, more data is being created by devices at the edge of the Internet rather than from centralized systems. What does this mean for today's IT professional? In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists addressed this very serious issue of profound change in the industry.
Jul. 29, 2015 03:00 PM EDT Reads: 1,288
Discussions about cloud computing are evolving into discussions about enterprise IT in general. As enterprises increasingly migrate toward their own unique clouds, new issues such as the use of containers and microservices emerge to keep things interesting. In this Power Panel at 16th Cloud Expo, moderated by Conference Chair Roger Strukhoff, panelists addressed the state of cloud computing today, and what enterprise IT professionals need to know about how the latest topics and trends affect their organization.
Jul. 29, 2015 02:00 PM EDT Reads: 1,194
It is one thing to build single industrial IoT applications, but what will it take to build the Smart Cities and truly society-changing applications of the future? The technology won’t be the problem, it will be the number of parties that need to work together and be aligned in their motivation to succeed. In his session at @ThingsExpo, Jason Mondanaro, Director, Product Management at Metanga, discussed how you can plan to cooperate, partner, and form lasting all-star teams to change the world and it starts with business models and monetization strategies.
Jul. 28, 2015 04:30 PM EDT Reads: 1,772
Converging digital disruptions is creating a major sea change - Cisco calls this the Internet of Everything (IoE). IoE is the network connection of People, Process, Data and Things, fueled by Cloud, Mobile, Social, Analytics and Security, and it represents a $19Trillion value-at-stake over the next 10 years. In her keynote at @ThingsExpo, Manjula Talreja, VP of Cisco Consulting Services, discussed IoE and the enormous opportunities it provides to public and private firms alike. She will share what businesses must do to thrive in the IoE economy, citing examples from several industry sectors.
Jul. 28, 2015 11:00 AM EDT Reads: 2,047
There will be 150 billion connected devices by 2020. New digital businesses have already disrupted value chains across every industry. APIs are at the center of the digital business. You need to understand what assets you have that can be exposed digitally, what their digital value chain is, and how to create an effective business model around that value chain to compete in this economy. No enterprise can be complacent and not engage in the digital economy. Learn how to be the disruptor and not the disruptee.
Jul. 27, 2015 10:00 AM EDT Reads: 2,038
Akana has released Envision, an enhanced API analytics platform that helps enterprises mine critical insights across their digital eco-systems, understand their customers and partners and offer value-added personalized services. “In today’s digital economy, data-driven insights are proving to be a key differentiator for businesses. Understanding the data that is being tunneled through their APIs and how it can be used to optimize their business and operations is of paramount importance,” said Alistair Farquharson, CTO of Akana.
Jul. 27, 2015 09:00 AM EDT Reads: 332
Business as usual for IT is evolving into a "Make or Buy" decision on a service-by-service conversation with input from the LOBs. How does your organization move forward with cloud? In his general session at 16th Cloud Expo, Paul Maravei, Regional Sales Manager, Hybrid Cloud and Managed Services at Cisco, discusses how Cisco and its partners offer a market-leading portfolio and ecosystem of cloud infrastructure and application services that allow you to uniquely and securely combine cloud business applications and services across multiple cloud delivery models.
Jul. 27, 2015 08:00 AM EDT Reads: 1,907
The enterprise market will drive IoT device adoption over the next five years. In his session at @ThingsExpo, John Greenough, an analyst at BI Intelligence, division of Business Insider, analyzed how companies will adopt IoT products and the associated cost of adopting those products. John Greenough is the lead analyst covering the Internet of Things for BI Intelligence- Business Insider’s paid research service. Numerous IoT companies have cited his analysis of the IoT. Prior to joining BI Intelligence, he worked analyzing bank technology for Corporate Insight and The Clearing House Payment...
Jul. 26, 2015 09:00 PM EDT Reads: 1,582
"Optimal Design is a technology integration and product development firm that specializes in connecting devices to the cloud," stated Joe Wascow, Co-Founder & CMO of Optimal Design, in this SYS-CON.tv interview at @ThingsExpo, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 25, 2015 02:00 PM EDT Reads: 399
SYS-CON Events announced today that CommVault has been named “Bronze Sponsor” of SYS-CON's 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. A singular vision – a belief in a better way to address current and future data management needs – guides CommVault in the development of Singular Information Management® solutions for high-performance data protection, universal availability and simplified management of data on complex storage networks. CommVault's exclusive single-platform architecture gives companies unp...
Jul. 25, 2015 01:00 PM EDT Reads: 1,966
Electric Cloud and Arynga have announced a product integration partnership that will bring Continuous Delivery solutions to the automotive Internet-of-Things (IoT) market. The joint solution will help automotive manufacturers, OEMs and system integrators adopt DevOps automation and Continuous Delivery practices that reduce software build and release cycle times within the complex and specific parameters of embedded and IoT software systems.
Jul. 25, 2015 12:15 PM EDT Reads: 481
"ciqada is a combined platform of hardware modules and server products that lets people take their existing devices or new devices and lets them be accessible over the Internet for their users," noted Geoff Engelstein of ciqada, a division of Mars International, in this SYS-CON.tv interview at @ThingsExpo, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 25, 2015 12:00 PM EDT Reads: 1,544
Internet of Things is moving from being a hype to a reality. Experts estimate that internet connected cars will grow to 152 million, while over 100 million internet connected wireless light bulbs and lamps will be operational by 2020. These and many other intriguing statistics highlight the importance of Internet powered devices and how market penetration is going to multiply many times over in the next few years.
Jul. 25, 2015 09:00 AM EDT Reads: 1,494