|By Marketwired .||
|June 5, 2014 05:45 PM EDT||
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 The "offer" can be withdrawn, varied or extended by Orange Capital for any reason and at any time.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.
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.
Investors: Partners Real Estate Investment Trust
(705) 725-6020 ext 401
Media: Longview Communications
SYS-CON Events announced today that CA Technologies has been named “Platinum Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CA Technologies helps customers succeed in a future where every business – from apparel to energy – is being rewritten by software. From ...
Feb. 20, 2017 02:15 PM EST Reads: 1,078
The explosion of new web/cloud/IoT-based applications and the data they generate are transforming our world right before our eyes. In this rush to adopt these new technologies, organizations are often ignoring fundamental questions concerning who owns the data and failing to ask for permission to conduct invasive surveillance of their customers. Organizations that are not transparent about how their systems gather data telemetry without offering shared data ownership risk product rejection, regu...
Feb. 20, 2017 01:30 PM EST Reads: 375
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life settle...
Feb. 20, 2017 01:15 PM EST Reads: 335
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
Feb. 20, 2017 01:00 PM EST Reads: 10,037
In his general session at 18th Cloud Expo, Lee Atchison, Principal Cloud Architect and Advocate at New Relic, discussed cloud as a ‘better data center’ and how it adds new capacity (faster) and improves application availability (redundancy). The cloud is a ‘Dynamic Tool for Dynamic Apps’ and resource allocation is an integral part of your application architecture, so use only the resources you need and allocate /de-allocate resources on the fly.
Feb. 20, 2017 01:00 PM EST Reads: 832
Containers have changed the mind of IT in DevOps. They enable developers to work with dev, test, stage and production environments identically. Containers provide the right abstraction for microservices and many cloud platforms have integrated them into deployment pipelines. DevOps and Containers together help companies to achieve their business goals faster and more effectively. In his session at DevOps Summit, Ruslan Synytsky, CEO and Co-founder of Jelastic, reviewed the current landscape of D...
Feb. 20, 2017 01:00 PM EST Reads: 5,837
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
Feb. 20, 2017 01:00 PM EST Reads: 1,189
Security, data privacy, reliability and regulatory compliance are critical factors when evaluating whether to move business applications from in-house client hosted environments to a cloud platform. In her session at 18th Cloud Expo, Vandana Viswanathan, Associate Director at Cognizant, In this session, will provide an orientation to the five stages required to implement a cloud hosted solution validation strategy.
Feb. 20, 2017 12:45 PM EST Reads: 4,271
SYS-CON Events announced today that Outlyer, a monitoring service for DevOps and operations teams, has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Outlyer is a monitoring service for DevOps and Operations teams running Cloud, SaaS, Microservices and IoT deployments. Designed for today's dynamic environments that need beyond cloud-scale monitoring, we make monitoring effortless so you...
Feb. 20, 2017 12:45 PM EST Reads: 1,011
Cloud Expo, Inc. has announced today that Andi Mann and Aruna Ravichandran have been named Co-Chairs of @DevOpsSummit at Cloud Expo 2017. The @DevOpsSummit at Cloud Expo New York will take place on June 6-8, 2017, at the Javits Center in New York City, New York, and @DevOpsSummit at Cloud Expo Silicon Valley will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Feb. 20, 2017 12:45 PM EST Reads: 951
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain.
Feb. 20, 2017 12:30 PM EST Reads: 457
Column Technologies exhibited at SYS-CON's @DevOpsSummit at Cloud Expo, which took place at the Javits Center in New York City, NY, in June 2016. Established in 1998, Column Technologies is a global technology solutions provider with over 400 employees, headquartered in the United States with offices in Canada, India, and the United Kingdom. Column Technologies provides “Best of Breed” technology solutions that automate the key DevOps principals and help our customers meet today’s DevOps and Dig...
Feb. 20, 2017 12:15 PM EST Reads: 802
20th Cloud Expo, taking place June 6-8, 2017, at the Javits Center in New York City, NY, 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.
Feb. 20, 2017 12:00 PM EST Reads: 1,148
Have you ever noticed how some IT people seem to lead successful, rewarding, and satisfying lives and careers, while others struggle? IT author and speaker Don Crawley uncovered the five principles that successful IT people use to build satisfying lives and careers and he shares them in this fast-paced, thought-provoking webinar. You'll learn the importance of striking a balance with technical skills and people skills, challenge your pre-existing ideas about IT customer service, and gain new in...
Feb. 20, 2017 11:30 AM EST Reads: 1,800
Feb. 20, 2017 11:30 AM EST Reads: 340