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 Consortium
-- 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.
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 www.riocan.com.
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 otherwise. Contacts: RioCan Real Estate Investment Trust Edward Sonshine O.Ont., Q.C. Chief Executive Officer (416) 866-3018 www.riocan.com