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KEYreit And Plazacorp Retail Properties Ltd Enter Into Revised Definitive Support Agreement For Acquisition Of 100% Of KEYreit For $8.35 Per Unit Representing $325 Million Enterprise Value

Thursday, 4 Apr 2013 12:25pm EDT 

KEYreit announced that it has entered into an amended and restated support agreement (the Amended Support Agreement) with Plazacorp Retail Properties Ltd (Plazacorp) to sell KEYreit for $325million, including assumed debt, pursuant to which Plazacorp will make a take-over bid to acquire 100% of the issued and outstanding units of KEYreit for an increased purchase price, at the option of each unitholder, of $8.35per unit in cash, subject to a maximum aggregate cash amount of approximately $62 million, representing approximately 50% of the consideration, 1.7041Plazacorp shares or any combination thereof, subject to proration. The transaction values KEYreit's equity at approximately $124million. The purchase price of $8.35per KEYreit unit to be offered by Plazacorp represents a premium of 35% to the closing price of the KEYreit units on the Toronto Stock Exchange (TSX) on January 28, 2013, the last trading day before Huntingdon Capital Corp. (Huntingdon) announced its intention to make an unsolicited partial offer for KEYreit units, and a considerably more attractive offer than Huntingdon's unsolicited amended offer of $8.00per unit. It is anticipated that units tendered to Plazacorp's Increased Offer will be taken-up in May 2013. BMO Capital Markets is acting as financial advisor to the Special Committee and the Board of Trustees of KEYreit. Legal counsel to the KEYreit Special Committee is Norton Rose Canada LLP and Stikeman Elliott LLP is legal counsel to KEYreit. 

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0.01 +0.13%
28 Jun 2013