Each of the Trustees and senior executive management of Primaris have agreed to support the transaction by voting their units in favour of the transaction.
Canaccord Genuity and Evercore Partners were engaged by the Independent Committee as its financial advisors. McCarthy Tetrault LLP was engaged as counsel to the Independent Committee and to Primaris, and Cassels Brock & Blackwell LLP was retained as counsel to Primaris.
The Board of Trustees of H&R has unanimously agreed to recommend that unitholders of H&R vote in favour of the transaction.
H&R has retained Blake, Cassels & Graydon LLP to act as its legal counsel in this matter.
Conference call:
H&R and Primaris will host an investor conference call on Thursday January 17, 2013 at 8am EST to discuss the transaction. Senior management of both H&R and Primaris will speak to the transaction and be available for questions.
Toronto: (647) 427-7450North America (toll free): (888) 231-8191
Audio replays of the conference call will be available immediately following its completion and will remain available until March 15.
Phone: (855) 859-2056 Password: 90616174
The audio replay will also be available for download at www.primarisreit.com and at www.hr-reit.com.
About H&R
H&R is an open-ended real estate investment trust, which owns a North American portfolio of 42 office, 115 industrial and 138 retail properties comprising over 45 million square feet and 2 development projects, with a fair value of approximately $10 billion. The foundation of H&R's success since inception in 1996 has been a disciplined strategy that leads to consistent and profitable growth. H&R 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. The current note receivable is U.S. $162.5 million. In 2008, H&R completed an internal reorganization which resulted in each issued and outstanding H&R 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 35 income-producing properties comprising approximately 14.7 million square feet located in Canada. As of December 31, 2012, Primaris had 100,346,768 units issued and outstanding (including exchangeable units for which units have yet to be issued).
INFORMATION
Primaris unitholders who have already tendered their units to the hostile KingSett bid can withdraw them. Unitholders should contact their broker, who will withdraw the units on their behalf. If you require assistance in withdrawing your Primaris units, please contact Kingsdale Shareholder Services Inc. at 1-866-581-1571 toll-free in North America, or 416-867-2272 outside North America (collect calls accepted), or by email at contactus@kingsdaleshareholder.com.
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.
Contacts:
H&R
Tom Hofstedter
President & Chief Executive Officer
(416) 635-7520
H&R
Larry Froom
Chief Financial Officer
(416) 635-7520
www.hr-reit.com
Primaris
John Morrison
President & Chief Executive Officer
(416) 642-7860
Primaris
Louis Forbes
Executive Vice President & Chief Financial Officer
(416) 642-7810
www.primarisreit.com
MEDIA CONTACT
NATIONAL Public Relations
Peter Block
(416) 848-1431
NATIONAL Public Relations
Jennifer Lee
(416) 848-1383
