February 17, 2012

Takeover by Quebec real estate firm Cominar of Canmarc nearing completion

Cominar Real Estate Investment Trust (TSX: CUF.UN) of Quebec City announced after hours Tuesday it has taken an additional step of taking over Canmarc Real Estate Investment Trust (TSX: CMQ.UN) of Montreal by acquiring more than 90 per cent of the Canmarc units not owned by Cominar or its acquisition group.

This means Cominar will now own more commercial properties in Quebec and elsewhere in Canada, including the Canadian National Railway station in Montreal.

Canmarc in December had recommended its unit holders reject the takeover offer from Cominar, which initially made an offer to Canmarc unitholders November 28, valid until January 27. On January 27 it extended the deadline to Tuesday, February 7. As of Dec. 14, Cominar and its subsidiaries owned 15.1 per cent of Canmarc units, making it the second-largest unitholder of Canmarc after Homburg Invest Inc., which filed for protection from creditors under the Companies’ Creditors Arrangement Act. At the time, Cominar was offering to buy Canmarc units for $15.30 in cash or for 0.7054 Cominar units, which were trading for $12.10 on Nov. 25.

Cominar owns 269 properties, including 53 office, 55 retail and 161 industrial and mixed-use buildings in Quebec and Eastern Canada. Its properties include Cominar Tower at 2590, 2600 and 2640 Laurier Boulevard in Quebec City. Its president and chief executive officer is professional engineer Michel Dallaire, who used to work for Quebec City engineering firm Dupuis Cote. The chairman of the board of trustees for Cominar is Robert Despres, president of DRM Holdings Inc.

Canmarc manages 9.4 million square feet of commercial gross leasable area contained in 116 commercial properties, plus the 27-storey Plaza Tower apartment building at 4000 De Maisoneuve Boulevard West in Westmount, Quebec. Most of its properties, including the Montreal CN passenger rail terminal, plus the Centre Laval and Place Longueuil shopping centres, are in Quebec. However it also owns: Scotia Centre and a 10 per cent interest in Pennwest Plaza in Calgary; Confederation Court Complex in Charlottetown; and the Woodside Square shopping centre at Finch Avenue and McCowan Road in northeastern Toronto. The president and chief executive officer is James W. Beckerleg, former vice-president for the Quebec region of Homburg Canada. The executive vice-president and chief operating officer is Ashley L. Phillips, former president of Homburg Canada Inc. The board of trustees is chaired by Calgary lawyer Karen Prentice, former executive vice-president of Enmax Corp.

“The Cominar Acquisition Group has taken up and accepted for payment all of such additional Canmarc Units, which represent, together with the 45,956,757 Canmarc Units owned by the Cominar Acquisition Group and Cominar, approximately 95 per cent of the Canmarc Units outstanding,” Cominar stated in a press release Tuesday. “Since the Cominar Acquisition Group has been successful in acquiring more than 90 per cent of the Canmarc Units not owned by the Cominar Acquisition Group or Cominar under its Offer, it intends to acquire all remaining Canmarc Units by compulsory acquisition under the declaration of trust of Canmarc. The Cominar Acquisition Group intends to send a notice of compulsory acquisition to each holder of Canmarc Units who has not accepted the Offer as soon as practicable after it has paid for the Canmarc Units taken-up today.”

DCN DIGITAL MEDIA

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