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KingSett Capital led consortium formally commences all-cash $4.4 billion offer to acquire Primaris Retail REIT

TORONTO, Dec. 10, 2012 /PRNewswire/ - KS Acquisition II LP (the "Offeror"), a limited partnership equally owned beneficially by a KingSett Capital-managed fund and by Ontario Pension Board, today announced that it has formally commenced its all-cash offer to purchase all of the issued and outstanding trust units of Primaris Retail Real Estate Investment Trust ("Primaris") at a price of $26.00 in cash per unit (the "Offer"). The Offer is also supported by an agreement with RioCan Real Estate Investment Trust to purchase certain Primaris properties following completion of the Offer for an aggregate purchase price of approximately $1.1 billion.

"We are offering unitholders an opportunity to seize liquidity at a premium price over peak values in the Canadian real estate market," said Mr. Jon Love, KingSett Capital Managing Partner. "Our all-cash offer provides strong and compelling value for Primaris' unitholders during a time of economic and interest rate uncertainty."

Highlights of the all-cash Offer of $26.00 per unit are:

  • Represents a significant premium, 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 (the last trading day before the Offeror announced its intention to make the Offer);
  • Provides a premium valuation that fully reflects the composition of Primaris' property portfolio;
  • Offer price is above the highest ever trading price of Primaris units on the TSX;
  • Fully financed with no financing condition; and
  • Offer has the full commitment of several leading Canadian institutional real estate investors and shopping center owners and operators and has a high likelihood of completion.

The Offer was commenced today through the publication of an advertisement in The Globe and Mail and La Presse and the filing of the Offer, circular and ancillary documentation (the "Offer Documents") with the Canadian securities regulatory authorities on SEDAR  (www.sedar.com).

The Offer is open for acceptance until 5:00 p.m. (Toronto time) on January 17, 2013, unless it is extended or withdrawn by the Offeror.

Requests have been made to Primaris for the use of Primaris' list of unitholders and holders of securities convertible into trust units ("Convertible Securities") for the purpose of disseminating the Offer Documents.  When these lists are provided, the Offer Documents and any other relevant materials will be mailed to unitholders and holders of Convertible Securities.

Unitholder Questions

Unitholders with questions related to the Offer, should contact CST Phoenix Advisors, the information agent in connection with the Offer, at 1-866-822-1237 (North American toll-free) or 201-806-2222 (collect calls) or by email at [email protected].

Advisors

The Offeror has engaged TD Securities Inc. and CIBC World Markets Inc. as financial advisors.  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

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