Gazit-Globe and First Capital Realty Announce Proposal to Take Gazit America Private and the Acquisition of Gazit America's Medical Office and Retail Properties by First Capital Realty
Gazit-Globe
06.05.2012 11:13
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TEL-AVIV, Israel, 2012-05-06 11:13 CEST (GLOBE NEWSWIRE) --
Gazit-Globe (TASE:GLOB) (NYSE:GZT), one of the largest owners and operators of
supermarket-anchored shopping centers in the world, announces that on Friday,
May 4, 2012, it has submitted, together with First Capital Realty (TSX:FCR), a
non-binding preliminary proposal to Gazit America (TSX:GAA) with respect to the
acquisition by Gazit-Globe of all of the common shares of Gazit America not
already beneficially owned by Gazit-Globe (approximately 26.9%) for
consideration valued at CAD $7.07 for each share of Gazit America, payable in
cash and common shares of First Capital Realty. The consideration will include
a cash portion of CAD $2.90 and a 0.2222 of First Capital Realty common share
(for each share of Gazit America).
As part of the preliminary proposal, First Capital Realty offered to purchase
the shares of Gazit America's subsidiary, ProMed Properties (CA), which owns 12
medical office and retail properties in Canada and a 50% interest in an
additional property jointly owned with First Capital Realty, totaling
approximately 86,000 square meters (approximately 930,000 square feet) of
leasable space and includes mortgages on the properties, for total
consideration of approximately CAD $97.1 million. Payment for ProMed Properties
(CA) shares will be made by approximately 5.2 million of First Capital Realty
common shares.
In addition to its medical office operation, Gazit America owns approximately
12.5% of Equity One, the U.S. subsidiary of Gazit-Globe. Assuming acceptance of
this proposal, these shares will be fully owned by Gazit-Globe.
The proposal represents a premium of 43.8% to the 20-trading day
volume-weighted price of the common shares of Gazit America. The cash payment
and the amount of First Capital Realty's common shares to be allocated will be
subject to certain adjustments related to First Capital Realty and Equity One
share prices.
Roni Soffer, President of Gazit-Globe said: 'This arrangement proposal
represents a win-win situation for all parties. Gazit America's shareholders
will be able to realize a significant premium on their common shares, First
Capital Realty will acquire a quality portfolio of medical office and retail
assets at a fair price, and the resulting structure will be simplified and
provide for increased corporate and operational efficiency from Gazit-Globe's
perspective.'
A conference call regarding the transaction will be held on Monday, May 7, 2012
at 8:30 a.m. Eastern Daylight Time/ 1:30 p.m. United Kingdom/ 2:30 p.m. Central
European Time/ 3:30 p.m. Israel Time.
For more details about the proposal and dial-in information, please click on
the following link:
http://www.firstcapitalrealty.ca/files/news/May%204,%202012%20-%20PROPOSED%20TRA
NSACTION%20RE%20GAZIT%20AMERICA%20-%20FINAL.pdf
To view a file of the Gazit-Globe transaction please visit
https://media.globenewswire.com/cache/14842/file/13637.pdf
About Gazit-Globe
Gazit-Globe is one of the largest owners and operators of supermarket-anchored
shopping centers in the world. In addition, Gazit-Globe is active in North
America in the healthcare real estate sector. Gazit-Globe is listed on the Tel
Aviv Stock Exchange (TASE:GLOB) and is included in the TA-25 and the
Real-Estate 15 indices in Israel. Gazit-Globe is also listed on the New York
Stock Exchange (NYSE:GZT). The group operates properties with a total value of
approximately USD$18.5 billion in more than 20 countries and owns and operates
over 600 properties with a gross leasable area of approximately 73 million
square feet (approximately 6.8 million square meters).
Forward-Looking Statements
This press release contains forward-looking statements and information within
the meaning of applicable securities law. Forward-looking statements can be
identified by the expressions 'expects', 'estimates', 'will' and similar
expressions. The forward-looking statements are not historical facts but
reflect the current expectations of Gazit-Globe and First Capital Realty, as
applicable, regarding future results or events and are based on information
currently available to management of such entities.
Management of each of Gazit-Globe and First Capital Realty believe that the
expectations reflected in forward-looking statements are based upon reasonable
assumptions; however, management of such entities can give no assurance that
the actual results or developments will be consistent with these
forward-looking statements. These forward-looking statements are subject to a
number of risks and uncertainties that could cause actual results or events to
differ materially from current expectations. Factors that could cause actual
results or events to differ materially from those expressed, implied or
projected by forward-looking statements include, but are not limited to, risks
associated with negotiating definitive agreements and satisfying approvals and
other conditions for such a transaction, share price volatility for First
Capital Realty and Equity One, Inc. and general economic conditions. Readers,
therefore, should not place undue reliance on any such forward-looking
statements. Further, a forward-looking statement speaks only as of the date on
which such statement is made. Each of Gazit-Globe and First Capital Realty
undertakes no obligation to publicly update any such statement or to reflect
new information or the occurrence of future events or circumstances except as
required by applicable securities law.
All forward-looking statements in this press release are made as of the date
hereof and are qualified by these cautionary statements.
CONTACT: Media Contact: press@gazitgroup.com
Investors Contact: IR@gazitgroup.com
Gazit-Globe Headquarters
1 HaShalom Rd.
Tel-Aviv, Israel
Tel: +972 3 6948000
News Source: NASDAQ OMX
06.05.2012 Dissemination of a Corporate News, transmitted by DGAP -
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Gazit-Globe
Panama
Phone:
Fax:
E-mail:
Internet:
ISIN: PAL0605071A3
WKN:
End of Announcement DGAP News-Service
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Gazit-Globe
06.05.2012 11:13
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TEL-AVIV, Israel, 2012-05-06 11:13 CEST (GLOBE NEWSWIRE) --
Gazit-Globe (TASE:GLOB) (NYSE:GZT), one of the largest owners and operators of
supermarket-anchored shopping centers in the world, announces that on Friday,
May 4, 2012, it has submitted, together with First Capital Realty (TSX:FCR), a
non-binding preliminary proposal to Gazit America (TSX:GAA) with respect to the
acquisition by Gazit-Globe of all of the common shares of Gazit America not
already beneficially owned by Gazit-Globe (approximately 26.9%) for
consideration valued at CAD $7.07 for each share of Gazit America, payable in
cash and common shares of First Capital Realty. The consideration will include
a cash portion of CAD $2.90 and a 0.2222 of First Capital Realty common share
(for each share of Gazit America).
As part of the preliminary proposal, First Capital Realty offered to purchase
the shares of Gazit America's subsidiary, ProMed Properties (CA), which owns 12
medical office and retail properties in Canada and a 50% interest in an
additional property jointly owned with First Capital Realty, totaling
approximately 86,000 square meters (approximately 930,000 square feet) of
leasable space and includes mortgages on the properties, for total
consideration of approximately CAD $97.1 million. Payment for ProMed Properties
(CA) shares will be made by approximately 5.2 million of First Capital Realty
common shares.
In addition to its medical office operation, Gazit America owns approximately
12.5% of Equity One, the U.S. subsidiary of Gazit-Globe. Assuming acceptance of
this proposal, these shares will be fully owned by Gazit-Globe.
The proposal represents a premium of 43.8% to the 20-trading day
volume-weighted price of the common shares of Gazit America. The cash payment
and the amount of First Capital Realty's common shares to be allocated will be
subject to certain adjustments related to First Capital Realty and Equity One
share prices.
Roni Soffer, President of Gazit-Globe said: 'This arrangement proposal
represents a win-win situation for all parties. Gazit America's shareholders
will be able to realize a significant premium on their common shares, First
Capital Realty will acquire a quality portfolio of medical office and retail
assets at a fair price, and the resulting structure will be simplified and
provide for increased corporate and operational efficiency from Gazit-Globe's
perspective.'
A conference call regarding the transaction will be held on Monday, May 7, 2012
at 8:30 a.m. Eastern Daylight Time/ 1:30 p.m. United Kingdom/ 2:30 p.m. Central
European Time/ 3:30 p.m. Israel Time.
For more details about the proposal and dial-in information, please click on
the following link:
http://www.firstcapitalrealty.ca/files/news/May%204,%202012%20-%20PROPOSED%20TRA
NSACTION%20RE%20GAZIT%20AMERICA%20-%20FINAL.pdf
To view a file of the Gazit-Globe transaction please visit
https://media.globenewswire.com/cache/14842/file/13637.pdf
About Gazit-Globe
Gazit-Globe is one of the largest owners and operators of supermarket-anchored
shopping centers in the world. In addition, Gazit-Globe is active in North
America in the healthcare real estate sector. Gazit-Globe is listed on the Tel
Aviv Stock Exchange (TASE:GLOB) and is included in the TA-25 and the
Real-Estate 15 indices in Israel. Gazit-Globe is also listed on the New York
Stock Exchange (NYSE:GZT). The group operates properties with a total value of
approximately USD$18.5 billion in more than 20 countries and owns and operates
over 600 properties with a gross leasable area of approximately 73 million
square feet (approximately 6.8 million square meters).
Forward-Looking Statements
This press release contains forward-looking statements and information within
the meaning of applicable securities law. Forward-looking statements can be
identified by the expressions 'expects', 'estimates', 'will' and similar
expressions. The forward-looking statements are not historical facts but
reflect the current expectations of Gazit-Globe and First Capital Realty, as
applicable, regarding future results or events and are based on information
currently available to management of such entities.
Management of each of Gazit-Globe and First Capital Realty believe that the
expectations reflected in forward-looking statements are based upon reasonable
assumptions; however, management of such entities can give no assurance that
the actual results or developments will be consistent with these
forward-looking statements. These forward-looking statements are subject to a
number of risks and uncertainties that could cause actual results or events to
differ materially from current expectations. Factors that could cause actual
results or events to differ materially from those expressed, implied or
projected by forward-looking statements include, but are not limited to, risks
associated with negotiating definitive agreements and satisfying approvals and
other conditions for such a transaction, share price volatility for First
Capital Realty and Equity One, Inc. and general economic conditions. Readers,
therefore, should not place undue reliance on any such forward-looking
statements. Further, a forward-looking statement speaks only as of the date on
which such statement is made. Each of Gazit-Globe and First Capital Realty
undertakes no obligation to publicly update any such statement or to reflect
new information or the occurrence of future events or circumstances except as
required by applicable securities law.
All forward-looking statements in this press release are made as of the date
hereof and are qualified by these cautionary statements.
CONTACT: Media Contact: press@gazitgroup.com
Investors Contact: IR@gazitgroup.com
Gazit-Globe Headquarters
1 HaShalom Rd.
Tel-Aviv, Israel
Tel: +972 3 6948000
News Source: NASDAQ OMX
06.05.2012 Dissemination of a Corporate News, transmitted by DGAP -
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: Gazit-Globe
Panama
Phone:
Fax:
E-mail:
Internet:
ISIN: PAL0605071A3
WKN:
End of Announcement DGAP News-Service
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