H&R Real Estate Investment Trust ("H&R REIT") and H&R
Finance Trust ("H&R Finance Trust", collectively, "H&R")
(TSX:HR.UN)(TSX:HR.DB.C)(TSX:HR.DB.D)(TSX:HR.DB.E) and Primaris
Retail REIT ("Primaris") (TSX:PMZ.UN) are pleased to announce that
Institutional Shareholder Services ("ISS") and Glass Lewis &
Co. ("Glass Lewis"), two leading independent proxy advisory firms,
have recommended that unitholders of H&R and Primaris vote in
favour of their respective unitholder resolutions effecting the
proposed plan of arrangement, whereby, Primaris unitholders may
elect to receive $28.00 in cash per Primaris unit, subject to an
aggregate cash amount of approximately $1.28 billion, or 1.166
H&R stapled units (1.166 H&R REIT units and 1.166 H&R
Finance Trust units) per Primaris unit, in each case subject to
proration.
While endorsing the plan of arrangement that will give effect to
the transaction, ISS notes that, "In light of the improved
transaction terms, the favorable market reaction and the reasonable
strategic rationale, a vote FOR this resolution is warranted."
ISS concludes: "The transaction is expected to enhance H&R's
capital markets profile through increased market capitalization and
greater liquidity. In light of the sound strategic rationale, the
reasonable premium paid to the target, and the favorable
termination fee arrangement, a vote FOR the acquisition is
warranted."
Similarly, Glass Lewis concludes that, "We believe the resulting
discourse ultimately achieved an attractive and compelling
opportunity for Primaris and its unitholders. Strategically, we
note Primaris will be merged with and into the substantially larger
H&R portfolio, providing the firm's owners with geographic and
asset class diversification across Canada, while also retaining
meaningful exposure to the Company's existing retail real estate
portfolio." Furthermore, Glass Lewis adds, "Based on these factors
and the unanimous support of the board, we believe shareholders
should support this proposal."
Welcoming the ISS and Glass Lewis recommendations, John
Morrison, CEO of Primaris said, "These reports support the
underlying benefits of this transaction. Primaris unitholders will
be afforded increased liquidity, and for those unitholders electing
H&R stapled units, the transaction allows them the ability to
maintain their investment in the REIT sector in a tax efficient
manner. We are pleased with ISS and Glass Lewis' recommendations
and encourage unitholders to vote FOR the plan of arrangement
accordingly."
Tom Hofstedter, CEO of H&R said, "I am pleased that ISS and
Glass Lewis, two leading independent proxy research firms, support
this transaction which is expected to be accretive to H&R's
funds from operations, reduce its overall leverage ratio and
increase market capitalization and liquidity, while allowing
H&R to acquire a portfolio of high quality Canadian shopping
centres and a valuable management platform. Overall, this is a
transformational transaction for H&R that provides considerable
benefits for our unitholders."
Unitholders of H&R are invited to attend special meetings of
unitholders of H&R REIT and H&R Finance Trust to be held on
March 22, 2013 at 10:00 a.m. (Toronto time) at Hockey Hall of Fame,
Spotlight Theatre, Brookfield Place, 30 Yonge Street, Toronto,
Ontario. Unitholders are urged to ensure their votes are cast no
later than March 20, 2013 at 5:00 p.m. (Toronto time) to ensure
that their H&R REIT units and H&R Finance Trust units will
be represented at the meetings, whether or not they are personally
able to attend.
If you have any questions or need assistance to vote, please
contact H&R's proxy solicitation agent, CST Phoenix Advisors,
by e-mail at inquiries@phoenixadvisorscst.com, by telephone at
1-866-822-1245 (toll-free within Canada or the United States) or
1-201-806-2222 (banks, brokers and collect calls outside Canada and
the United States) or by fax at 1-888-509-5907 (North American Toll
Free Facsimile) or 1-647-351-3176.
Unitholders of Primaris are invited to attend a special meeting
of unitholders of Primaris to be held on March 22, 2013 at 10:00
a.m. (Toronto time) at the Trump International Hotel & Tower
Toronto, 325 Bay Street, Toronto, Ontario, Canada, M5H 4G3.
Unitholders are urged to ensure their votes are cast no later than
March 20, 2013 at 10:00 a.m. (Toronto time) to ensure that their
Primaris units will be represented at the meeting, whether or not
they are personally able to attend.
If you have any questions or need assistance to vote, please
contact Primaris' proxy solicitation agent, Kingsdale Shareholder
Services Inc., by toll-free telephone in North America at
1-866-581-1571, outside North America at 416-867-2272 or by email
at contactus@kingsdaleshareholder.com.
About H&R
H&R REIT is an open-ended real estate investment trust,
which owns a North American portfolio of 42 office, 113 industrial
and 138 retail properties comprising over 44 million square feet
and 2 development projects, with a fair value of approximately $10
billion. The foundation of H&R's REIT success since inception
in 1996 has been a disciplined strategy that leads to consistent
and profitable growth. H&R REIT leases its properties long term
to creditworthy tenants and strives to match those leases with
primarily long-term, fixed-rate financing.
H&R Finance Trust is an unincorporated investment trust,
which primarily invests in notes issued by a U.S. corporation,
which is a subsidiary of H&R REIT. As at December 31, 2012, the
note receivable balance is U.S. $162.5 million. In 2008, H&R
REIT completed an internal reorganization, which resulted in each
issued and outstanding H&R REIT unit trading together with a
unit of H&R Finance Trust as a "Stapled Unit" on the Toronto
Stock Exchange.
About Primaris
Primaris is a TSX listed real estate investment trust that
specializes in owning and operating Canadian enclosed shopping
centres that are dominant in their local trade areas. Merchandising
for each property is dynamic in order to meet the unique needs of
its local customers and the community. Primaris maintains a high
occupancy rate at its shopping centres and has retail tenants that
offer new and exciting brands. Primaris owns 43 income-producing
properties comprising approximately 15.9 million square feet
located in Canada. As of February 28, 2013, Primaris had
100,743,915 units issued and outstanding (including exchangeable
units for which units have yet to be issued).
Forward-Looking Information
This press release contains forward-looking statements that
reflect current expectations of each of Primaris and H&R about
their future results, performance, prospects and opportunities,
including with respect to the closing, costs and benefits of the
proposed transaction and all other statements that are not
historical facts. The timing and completion of the proposed
transaction is subject to customary closing conditions, termination
rights and other risks and uncertainties including, without
limitation, required regulatory, court, and unitholder approvals.
Accordingly, there can be no assurance that the proposed
transaction will occur, or that it will occur on the timetable or
on the terms and conditions contemplated in this news release. The
proposed transaction could be modified, restructured or terminated.
Readers are cautioned not to place undue reliance on
forward-looking information. Each of Primaris and H&R has tried
to identify these forward-looking statements by using words such as
"may", "will", "should", "expect", "anticipate", "believe",
"intend", "plan", "estimate", "potentially" and similar
expressions. By its nature, such forward-looking information
necessarily involves known and unknown risks and uncertainties that
may cause actual results, performance, prospects and opportunities
in future periods of Primaris or H&R to differ materially from
those expressed or implied by such forward-looking statements.
(i)Permission to quote from the ISS and Glass Lewis reports was
neither sought nor obtained.
Contacts: H&R Unitholders CST Phoenix Advisors
1-866-822-1245 (toll-free within Canada or the United States) or
1-201-806-2222 (banks, brokers and collect calls outside Canada and
the United States)inquiries@phoenixadvisorscst.com H&R Tom
Hofstedter President & Chief Executive Officer (416) 635-7520
H&R Larry Froom Chief Financial Officer (416) 635-7520 Media
Contact for H&R REIT Longview Communications Louise Kozier
(604) 644 6090 Primaris Unitholders: Kingsdale Shareholder Services
Inc. 1 (866) 581-1571 (English & Francais) toll-free in North
America (416) 867-2272 outside of North America (collect calls
accepted)contactus@kingsdaleshareholder.com Primaris John Morrison
President & Chief Executive Officer (416) 642-7860 Primaris
Louis Forbes Executive Vice President & Chief Financial Officer
(416) 642-7810 Media Contact for Primaris Retail REIT NATIONAL
Public Relations Peter Block (416) 848-1431 Media Contact for
Primaris Retail REIT NATIONAL Public Relations Jennifer Lee (416)
848-1383
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