InterRent Real Estate Investment Trust Responds to NorthWest Value Partners Inc. Allegations
* Reuters is not responsible for the content in this press release.
TORONTO, ONTARIO, Jul 30 (MARKET WIRE) --
InterRent Real Estate Investment Trust (TSX: IIP.UN) ("InterRent") has
reviewed the allegations of NorthWest Value Partners Inc. ("NorthWest"),
as set out in the press release issued by NorthWest on July 30, 2009, and
has concluded that they are entirely without merit.
InterRent would like to inform its unitholders that their Board of
Trustees has completed an extensive six month process that resulted in
the recently announced transaction involving CLV Group Inc. (the "CLV
Proposal"). The CLV Proposal includes a private placement of between $8
million to $14 million in cash from over 40 institutional and high net
worth investors at a price of $1.50 per unit, and represents the best
alternative for InterRent, when all proposals were considered.
As part of InterRent's value maximizing process, a Special Committee
comprised of independent trustees engaged legal advisors and Scotia
Capital as financial advisors who provided advice and assistance to the
Special Committee and InterRent's Board of Trustees. The Special
Committee, with the assistance of its advisors, evaluated proposals
submitted by multiple parties.
InterRent believes that it is worth noting that NorthWest has been a full
participant in InterRent's value maximization process since March, 2009.
At that time, NorthWest originally proposed an all cash offer for 100% of
the units at $1.50 per unit, but subsequently withdrew such proposal.
NorthWest, with InterRent's full cooperation, completed detailed due
diligence examinations of InterRent and InterRent continued to provide
financial information to NorthWest as recently as July 23, 2009.
InterRent was engaged in active negotiations with NorthWest during this
time and received a variety of written proposals from NorthWest,
including private placements and rights offering transactions.
On July 22, 2009, NorthWest submitted its final proposal (the "NorthWest
Proposal") for consideration by InterRent's Special Committee. The
following summarizes the material terms of the final NorthWest Proposal
as compared with the CLV Proposal:
- The NorthWest Proposal included a cash private placement of
approximately $6 million (to be completed in two tranches) at a price of
$1.275 per unit. The CLV Proposal includes a minimum private placement of
$8 million and a maximum of $14 million, at a price of $1.50 per unit, or
a per unit price that is approximately 18% higher than the NorthWest
Proposal.
- The NorthWest Proposal would result in NorthWest holding 47.3% of the
total units, assuming NorthWest exercises the announced put/call
arrangements with another significant unitholder, which would result in
NorthWest being InterRent's sole dominant unitholder. Under the CLV
Proposal, InterRent would continue to be widely held, as the CLV Proposal
includes a cash private placement to over 40 investors and will not
create any new unitholders holding greater than 10% of the units.
Accordingly under the CLV Proposal, unitholders should enjoy enhanced
market liquidity.
- The Northwest Proposal required the turnover of a majority of
InterRent's Board of Trustees immediately following an initial private
placement of approximately $2.4 million and without a unitholder vote.
The proposed nominees under the CLV Proposal will be nominated for
election by unitholders at InterRent's upcoming unitholders meeting which
will be held on or before September 30, 2009.
- The CLV Proposal includes a one year property management agreement,
which was negotiated at arm's length containing industry standard terms,
with a proven and successful property manager, that already manages all
of InterRent's Ottawa Region properties. NorthWest did not provide any
information with respect to the identity of a proposed future property
manager, the terms upon which such manager would be retained or what
relationship such a manager has or would have to NorthWest or any of its
principals.
- The NorthWest Proposal called for an amendment to InterRent's existing
declaration of trust which would likely have resulted in InterRent
becoming more highly leveraged, by increasing InterRent's debt to gross
book value ratio limitation to 85% from its current limit of 70%. The CLV
Proposal is expected to significantly reduce leverage by lowering its
debt to gross book value ratio to approximately 66%.
- Despite requests, NorthWest did not provide InterRent with proof of
financial capability to complete its proposal. InterRent has received
confirmation that over $10 million of the maximum $14 million financing
is ready to complete the initial private placement following the receipt
of the necessary regulatory approval.
- Both the NorthWest Proposal and the CLV Proposal called for: (i) a
rescheduling of the unitholder meeting; and (ii) a requirement that the
trustees and officers of InterRent vote their units in favour of the
respective proposal.
InterRent's Board of Trustees, with the benefit of advice from its
financial and legal advisors, carefully evaluated the terms of the latest
NorthWest Proposal in comparison with the other alternatives available,
including the CLV Proposal. Notwithstanding certain similarities between
the NorthWest Proposal and the CLV Proposal as noted above (many of which
are now being criticized by NorthWest), simply viewed, the CLV Proposal
is clearly superior on both a financial and operational basis. The Board
of Trustees therefore elected to proceed with the CLV Proposal, which it
concluded was in the best interests of all unitholders and InterRent. The
Board of Trustees viewed the NorthWest Proposal as being primarily in the
best interests of one particular unitholder, namely NorthWest Value
Partners Inc.
InterRent looks forward to completing the CLV Proposal which will
substantially improve InterRent's financial condition and will position
it well for future profitable growth. The $8 million to $14 million cash
proceeds to be received from the CLV Proposal will be used for working
capital, upgrading of the current property portfolio and future growth.
In the event that NorthWest proceeds with its threatened litigation,
InterRent shall vigorously defend the matter. In addition, InterRent
shall hold NorthWest responsible if NorthWest persists in obstructing the
CLV Proposal and the financing does not proceed and InterRent incurs
significant legal expenses as a result.
About InterRent
InterRent is a rapidly expanding, growth oriented real estate investment
trust engaged in building unitholder value through the accretive
acquisition, ownership and operation of strategically located income
producing multi-residential real estate, with 4,033 apartment suites
under ownership.
Forward Looking Statements
This news release contains "forward-looking statements" within the
meaning applicable Canadian securities legislation. Generally,
forward-looking statements can be identified by the use of
forward-looking terminology such as "plans", "anticipated", "expects" or
"does not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or "will be
taken", "occur" or "be achieved". This news release includes forward
looking statements with respect to the CLV Proposal and the related
financing, the proposed management agreement and the proposed new slate
of trustees. In addition to the risks that such proposal and the related
financing may not be completed on the terms disclosed in this news
release, or at all, the management agreement may not be finalized, and
the new slate of trustees may not be elected at InterRent's upcoming
unitholders' meeting. In addition, InterRent is subject to significant
risks and uncertainties which may cause the actual results, performance
or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward looking
statements contained in this news release. A full description of these
risk factors can be found in InterRent's publicly filed information which
may be located at www.sedar.com. InterRent cannot assure investors that
actual results will be consistent with these forward looking statements
and InterRent assumes no obligation to update or revise the forward
looking statements contained in this news release to reflect actual
events or new circumstances, except as required by applicable law.
Contacts:
InterRent Real Estate Investment Trust
G. Michael Newman
Chief Executive Officer
(905) 773-2435
(905) 773-2437 (FAX)
mnewman@interrentreit.com
InterRent Real Estate Investment Trust
Gary Traer
Chief Financial Officer
(416) 769-0769
(416) 769-9919 (FAX)
gtraer@interrentreit.com
www.interrentreit.com
Copyright 2009, Market Wire, All rights reserved.
-0-
Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.



Follow Reuters