TORONTO, ONTARIO -- (MARKET WIRE) -- 07/20/10 --
RioCan Real Estate Investment Trust ("RioCan") (TSX: REI.UN) today announced that it has received a copy of an unsolicited below market "mini-tender" offer made by TRC Capital Corporation ("TRC") to RioCan unitholders to purchase up to 4 million units, representing 1.64% of RioCan's outstanding units.
The offer price of $18.75 per unit represents a 4.48% discount to the $19.63 closing price of RioCan's units on the TSX on July 14, 2010, the last trading day prior to the date of the offer and a 4.97% discount to the most recent closing price of $19.73 of RioCan's units on July 19, 2010.
RioCan recommends that unitholders NOT tender their units in response to TRC's unsolicited below market mini-tender offer. TRC has made numerous below market unsolicited mini-tender offers for the units or shares of other companies. Mini-tender offers are widely-disseminated offers to purchase, at a price below the current market price, a small percentage of a company's outstanding units or shares, thereby avoiding many of the filing, disclosure, and procedural requirements applicable to most bids under Canadian securities laws.
RioCan is in no way associated with TRC, its offer, or the offer documentation.
Unitholders who are considering tendering their units to TRC's mini-tender offer are strongly urged to exercise caution with respect to TRC's mini-tender offer, obtain current market quotations for their RioCan units, consult with their financial advisors, and carefully examine TRC's mini-tender offer to determine whether it is in their best interests to tender to an offer that is BELOW the current market price.
The Canadian Securities Administrators ("CSA") have expressed serious concerns about mini-tender offers such as the possibility that investors might tender to a mini-tender offer based upon a misunderstanding of the terms of the offer, including the per security price available under the offer relative to the market price of such securities. The CSA has issued a staff notice on mini-tenders which may be found at: http://www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
The United States Securities and Exchange Commission ("SEC") has also issued an investor alert regarding mini-tender offers, noting that in making the offers at below market prices, "bidders are hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's investor alert can be found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm.
Holders of RioCan units who have already tendered their units to TRC are advised that they may withdraw their units by providing the written notice described in the TRC offering documents prior to the expiration of the offer, which is currently scheduled for 5:00 p.m. (Toronto Time) on August 12, 2010. In accordance with TRC's offer documents, which gives TRC the right to take up the validly deposited and not withdrawn units at a time not later than 10 days following the expiration time, units that are tendered but not withdrawn prior to the expiration date of the offer may not be permitted to be withdrawn by the holder (other than in certain limited circumstances where another right of withdrawal exists) for a period of up to 10 days following the expiration of the offer on August 12, 2010, whether or not TRC completes the take up and payment of such units in accordance with its offer.
About RioCan
RioCan is Canada's largest real estate investment trust with a total capitalization of approximately $8.6 billion as at June 30, 2010. It owns and manages Canada's largest portfolio of shopping centres with ownership interests in a portfolio of 265 retail properties, including 12 under development, containing an aggregate of over 60 million square feet. RioCan owns an 80% interest in eight grocery anchored shopping centres and owns a 14% equity interest in Cedar Shopping Centers, Inc., a real estate investment trust focused on supermarket-anchored shopping centres and drug store-anchored convenience centres located predominantly in the Northeastern United States. For further information, please refer to RioCan's website at www.riocan.com.
Contacts:
RioCan Real Estate Investment Trust
Rags Davloor
Senior Vice President & CFO
(416) 642-3554
www.riocan.com