Welcome!

News Feed Item

Partners REIT Announces Complaint to the Ontario Securities Commission Regarding Orange Capital and Reminds Unitholders to Take No Action in Regards to the Orange Capital Offer

BARRIE, ONTARIO -- (Marketwired) -- 06/05/14 -- Partners Real Estate Investment Trust (the "REIT" or "Partners") (TSX:PAR.UN) announced today that has filed a complaint with the Ontario Securities Commission (the "OSC") regarding US hedge fund Orange Capital LLC's ("Orange Capital") highly coercive offer filed on June 3, 2014. The Board of Trustees continues to recommend that unitholders not tender to the offer.

Complaint to the Ontario Securities Commission Regarding Orange Capital

The REIT has written a letter to the OSC regarding a number of serious concerns that it has with Orange Capital's highly coercive offer. In its letter, the REIT highlights a number of terms of Orange Capital's offer that the REIT believes are outrageous and abusive to the capital markets and the REIT's investors:


--  No Real Offer: Orange Capital has not made any real offer to
    unitholders. The "offer" can be withdrawn, varied or extended by Orange
    Capital for any reason and at any time. Orange Capital's proposal is
    simply a free option for Orange Capital to acquire the units that are
    deposited.

--  Transfers Control of the REIT to one Small Minority Unitholder for no
    Compensation: Orange Capital's offer is designed to allow it to acquire
    all of the voting rights of unitholders who accept the offer, even if it
    purchases only 10% (or none) of the REIT's units. This would allow
    Orange Capital to exercise control of the REIT at the upcoming Annual
    and General Meeting, even though it is only one small minority
    unitholder with no mandate from other unitholders. Orange Capital does
    not propose to make any payment to the REIT's unitholders to acquire
    this control over the REIT.

--  Massive Pro-Ration: Even if Orange Capital elects to purchase units,
    unitholders are likely to face massive pro-ration. If 100% of
    outstanding units are tendered, each unitholder would be able to sell
    only 10% of their tendered units. In this scenario, Orange Capital would
    still be of the view that it could vote all 100% of the units.

--  Offer is made to Some, Not All, Unitholders: Orange Capital indicates
    that its offer is made to all unitholders of the REIT. In fact, the
    proposal is made only to unitholders who held units on May 16, 2014, the
    record date for the REIT's upcoming AGM.

--  Non Compliance with Proxy Solicitation Requirements: Canadian securities
    laws require that Orange Capital file a proxy circular before it
    solicits proxies unless an exemption applies. Even though Orange Capital
    appears to be in direct communications with unitholders to obtain their
    proxies, Orange Capital has not filed a circular and has not provided
    any information regarding its proposed slate of nominees.

--  Coercive Time Frame: The offer was filed on June 3, 2014 and runs to
    June 12, 2014, just seven business days. Orange Capital is aware that
    the AGM is July 15 so one might assume that this extraordinarily short
    timeframe is designed to coerce unitholders to tender and deliver their
    proxies quickly and before they have any real information on Orange
    Capital's proposed intentions for the REIT.

--  Irrevocability: Orange Capital appears to be of the view that once a
    unitholder has tendered its units it will have irrevocably appointed
    Orange Capital to exercise all voting and other rights attached to those
    units - even if Orange Capital withdraws its offer or the unitholder
    withdraws its units.

In the letter to the OSC, the REIT also explains that it has informed Orange Capital's lawyers that the REIT's Declaration of Trust provides that for a unitholder to nominate trustees at the AGM, notice must be provided to the REIT at least 30 days in advance of the meeting. The REIT's AGM was originally scheduled for June 26, 2014 and the notice had to be provided 30 days before then. After talking with the Toronto Stock Exchange, the REIT postponed its AGM from June 26 to July 15 to finalize the wind-up agreement prior to mailing its proxy materials. The Declaration of Trust specifically provides that a postponement of the meeting does not start the dates running again for purposes of notice to the trust. Accordingly, given that Orange Capital has not delivered the requisite notice, they are not entitled to propose a slate of trustees at the AGM.

It is not clear to the REIT why Orange Capital would proceed with its offer when it is not entitled to nominate Trustees at the meeting.

Board Reminds Unitholders to Take No Action Regarding the Orange Offer

The Board reaffirms its initial recommendation, announced on May 29, 2014, that unitholders not tender into the Orange Capital offer at $5.00 per unit:


--  As noted above, the offer requires that unitholders who tender to the
    bid appoint Orange Capital as their nominee and proxy for all deposited
    units, even though Orange Capital may not ultimately purchase all of the
    units tendered to its offer. This is a "bait and switch" tactic aimed at
    securing control of the REIT without paying for it. Unitholders should
    not put themselves in a position where they could lose their voting
    rights without receiving anything in return. If Orange Capital wants
    control of the REIT, they should make a fair offer to buy it. 
--  Unitholders who desire liquidity should consider simply selling in the
    market in the ordinary course rather than depositing all of their units
    into an offer where the result of pro-ration may be that they succeed in
    selling only a small fraction of the number of units tendered.  
--  In December 2013, Orange Capital offered $6.00 to buy 15% of the REIT.
    Currently, estimates of the net asset value of the REIT's units, by both
    management and independent professional analysts that follow the REIT,
    are well above $6.00 per unit. 
--  Partners recently announced that it had retained National Bank Financial
    to conduct a review of alternatives available to the REIT. That process
    is in its early stages but National Bank has received expressions of
    interest from a number of parties that could be interested in various
    transactions with the REIT. There are many potential outcomes of the
    strategic review process and there can be no guarantee that a
    transaction will take place. The objective of the strategic review
    process is to review strategic alternatives to maximize value for all
    unitholders. Orange Capital's latest announcements may be viewed as an
    effort to derail that process. 

There is significant confusion and uncertainty surrounding the Orange offer. If a unitholder tenders units to the offer and there is subsequent litigation, a cease trade order, or any number of other scenarios, it is unclear if and when a unitholder could expect to receive payment for tendered shares or when a unitholder could expect to receive their units and/or right to vote back if they are not paid for.

About Partners REIT

Partners REIT is a growth-oriented real estate investment trust, which currently owns (directly or indirectly) 42 retail properties, well located in British Columbia, Alberta, Manitoba, Ontario, and Quebec, aggregating approximately 3.2 million square feet of leasable space. Partners REIT focuses on expanding and managing a portfolio of retail and mixed-use community and neighbourhood shopping centres located in both primary and secondary markets across Canada.

Disclaimer

Certain statements included in this press release constitute forward-looking statements. The forward- looking statements are not historical facts but reflect Partners REIT's current expectations regarding future results or events. 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. Although Partners REIT believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that Isomorphic Software will exhibit at DevOps Summit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Isomorphic Software provides the SmartClient HTML5/AJAX platform, the most advanced technology for building rich, cutting-edge enterprise web applications for desktop and mobile. SmartClient combines the productivity and performance of traditional desktop software with the simp...
The emerging Internet of Everything creates tremendous new opportunities for customer engagement and business model innovation. However, enterprises must overcome a number of critical challenges to bring these new solutions to market. In his session at @ThingsExpo, Michael Martin, CTO/CIO at nfrastructure, outlined these key challenges and recommended approaches for overcoming them to achieve speed and agility in the design, development and implementation of Internet of Everything solutions wi...
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
I wanted to gather all of my Internet of Things (IOT) blogs into a single blog (that I could later use with my University of San Francisco (USF) Big Data “MBA” course). However as I started to pull these blogs together, I realized that my IOT discussion lacked a vision; it lacked an end point towards which an organization could drive their IOT envisioning, proof of value, app dev, data engineering and data science efforts. And I think that the IOT end point is really quite simple…
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
Qosmos has announced new milestones in the detection of encrypted traffic and in protocol signature coverage. Qosmos latest software can accurately classify traffic encrypted with SSL/TLS (e.g., Google, Facebook, WhatsApp), P2P traffic (e.g., BitTorrent, MuTorrent, Vuze), and Skype, while preserving the privacy of communication content. These new classification techniques mean that traffic optimization, policy enforcement, and user experience are largely unaffected by encryption. In respect wit...
"My role is working with customers, helping them go through this digital transformation. I spend a lot of time talking to banks, big industries, manufacturers working through how they are integrating and transforming their IT platforms and moving them forward," explained William Morrish, General Manager Product Sales at Interoute, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo Silicon Valley Call for Papers is now open.
To leverage Continuous Delivery, enterprises must consider impacts that span functional silos, as well as applications that touch older, slower moving components. Managing the many dependencies can cause slowdowns. See how to achieve continuous delivery in the enterprise.
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
Kubernetes, Docker and containers are changing the world, and how companies are deploying their software and running their infrastructure. With the shift in how applications are built and deployed, new challenges must be solved. In his session at @DevOpsSummit at19th Cloud Expo, Sebastian Scheele, co-founder of Loodse, will discuss the implications of containerized applications/infrastructures and their impact on the enterprise. In a real world example based on Kubernetes, he will show how to ...
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
SYS-CON Events announced today that eCube Systems, a leading provider of middleware modernization, integration, and management solutions, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. eCube Systems offers a family of middleware evolution products and services that maximize return on technology investment by leveraging existing technical equity to meet evolving business needs. ...
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
Using new techniques of information modeling, indexing, and processing, new cloud-based systems can support cloud-based workloads previously not possible for high-throughput insurance, banking, and case-based applications. In his session at 18th Cloud Expo, John Newton, CTO, Founder and Chairman of Alfresco, described how to scale cloud-based content management repositories to store, manage, and retrieve billions of documents and related information with fast and linear scalability. He addres...