RioCan Announces Agreement to Purchase $1.1 Billion Portfolio

RioCan Announces Agreement to Purchase $1.1 Billion Portfolio of
Canadian Regional Shopping Centre Assets From KingSett Capital-Led
-- Agreement is Subject to Successful Completion of KingSett
Capital-Led Consortium's Offer to Acquire Primaris -- 
TORONTO, ONTARIO -- (Marketwire) -- 12/05/12 -- RioCan Real Estate
Investment Trust ("RioCan") (TSX:REI.UN) announced today that it has
entered into a purchase and sale agreement (the "Agreement") to
acquire a $1.1 billion portfolio of Canadian retail properties
including five regional malls and three grocery-anchored unenclosed
shopping centres. The properties are currently owned by Primaris
Retail Real Estate Investment Trust ("Primaris"). 
The Agreement is in support (and subject to completion) of the
proposed offer to acquire Primaris by a KingSett Capital-led
consortium (the "Offer"), which was announced earlier today. Pursuant
to the Agreement, RioCan will acquire a 100% interest in six
properties and a 50% interest in two properties.  
Edward Sonshine, CEO of RioCan, commented, "The properties we have
committed to purchase are fully aligned with our strategy. This
acquisition will further our strategy of owning important malls in
major markets as a complement to our large new format portfolio, as
indicated by our recent purchase of Georgian Mall in Barrie, Ontario.
We look forward to completing this transaction with KingSett Capital
and to building on our existing strong relationship with them."  
The Agreement is fully financed and not subject to any financing
condition. RioCan has sufficient resources, including new fully
underwritten debt financing commitments from The Toronto-Dominion
Bank for an aggregate amount of $635 million to complete the
Agreement. RioCan expects to repay this interim debt within six to
nine months, primarily with proceeds from asset sales. The conditions
to the Agreement are fully consistent with the conditions of the
KingSett Capital-led consortium's Offer to acquire Primaris.   
As disclosed earlier today, the Offer will be made by KS Acquisition
II LP, a limited partnership owned equally by an affiliate of
KingSett Capital, and an affiliate of Ontario Pension Board. The
Offer is for the acquisition of all of the issued and outstanding
trust units of Primaris. 
About RioCan  
RioCan is Canada's largest real estate investment trust with a total
capitalization of approximately $13.9 billion as at September 30,
2012. It owns and manages Canada's largest portfolio of shopping
centres with ownership interests in a portfolio of 338 retail
properties containing more than 80 million square feet, including 49
grocery anchored and new format retail centres containing 12.4
million square feet in the United States through various joint
venture arrangements as at September 30, 2012. RioCan's portfolio
also includes 10 properties under development in Canada. For further
information, please refer to RioCan's website at  
Cautionary Statements About Forward-Looking Information  
This News Release contains forward-looking statements within the
meaning of applicable securities laws. These statements include, but
are not limited to, statements concerning RioCan's, intention to
acquire the portfolio of Canadian retail properties referred to
herein, which is subject to the completion of the proposed offer of
Primaris by KingSett Capital-led Consortium, as well as other
statements concerning RioCan's objectives, its strategies to achieve
those objectives, as well as statements with respect to management's
beliefs, plans, estimates, and intentions, and similar statements
concerning anticipated future events, results, circumstances,
performance or expectations that are not historical facts.
Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "objective", "may", "will",
"expect", "intend", "should", "continue", or similar expressions
suggesting future outcomes or events.   
Forward-looking statements reflect management's current beliefs and
are based on information currently available to management. All
forward-looking statements in this News Release are qualified by
these cautionary statements. These forward-looking statements are not
guarantees of future events or performance and, by their nature, are
based on current estimates and assumptions, which are subject to
risks, uncertainties and other factors which could cause actual
events or results to differ materially from the forward-looking
statements contained, expressed or implied in this News Release,
including, without limitation, with respect to the successful
completion of KingSett Capital-led Consortium's offer to acquire
Primaris. Additional risks and uncertainties effecting the operations
of RioCan can be found under the caption "Risk and Uncertainties" in
RioCan's latest financial statements and management's discussion and
analysis for the quarter ending September 30, 2012. Those risks and
uncertainties include, but are not limited to, those related to:
liquidity in the global marketplace associated with current economic
conditions, tenant concentrations, occupancy levels, access to debt
and equity capital, interest rates, joint ventures/partnerships, the
relative illiquidity of real property, unexpected costs or
liabilities related to acquisitions, construction, environmental
matters, legal matters, reliance on key personnel, unitholder
liability, income taxes, the investment in the United States of
America ("US"), US currency and RioCan's qualification as a real
estate investment trust for tax purposes. Material factors or
assumptions that were applied in drawing a conclusion or making an
estimate set out in the forward-looking information may include, but
are not limited to: a more robust retail environment compared to
recent years; relatively stable interest costs; a continuing trend
toward land use intensification in high growth markets; access to
equity and debt capital markets to fund, at acceptable costs, the
future growth program to enable the Trust to refinance debts as they
mature; the availability of purchase opportunities for growth in
Canada and the US; and the impact of accounting principles adopted by
the Trust effective January 1, 2011 under International Financial
Reporting Standards ("IFRS") which includes application to the
Trust's 2010 comparative financial results.  
Although the forward-looking information contained in this News
Release is based upon what management believes are reasonable
assumptions, there can be no assurance that actual results will be
consistent with these forward-looking statements. These
forward-looking statements should not be read as guarantees of future
performance or results and will not necessarily be an accurate
indicator of whether or not such results will be achieved. Readers
are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof as a number of
factors could cause actual future results to differ from expectations
or estimates expressed in the forward-looking statements. Certain
statements included in this News Release may be considered "financial
outlook" for purposes of applicable securities laws, and such
financial outlook may not be appropriate for purposes other than this
News Release.  
Except as required by applicable law, RioCan under takes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
RioCan Real Estate Investment Trust
Edward Sonshine O.Ont., Q.C.
Chief Executive Officer
(416) 866-3018
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