Click here to close now.


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 The "offer" can be withdrawn, varied or extended by Orange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

--  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.

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
In his session at @ThingsExpo, Tony Shan, Chief Architect at CTS, will explore the synergy of Big Data and IoT. First he will take a closer look at the Internet of Things and Big Data individually, in terms of what, which, why, where, when, who, how and how much. Then he will explore the relationship between IoT and Big Data. Specifically, he will drill down to how the 4Vs aspects intersect with IoT: Volume, Variety, Velocity and Value. In turn, Tony will analyze how the key components of IoT ...
The broad selection of hardware, the rapid evolution of operating systems and the time-to-market for mobile apps has been so rapid that new challenges for developers and engineers arise every day. Security, testing, hosting, and other metrics have to be considered through the process. In his session at Big Data Expo, Walter Maguire, Chief Field Technologist, HP Big Data Group, at Hewlett-Packard, will discuss the challenges faced by developers and a composite Big Data applications builder, foc...
Scott Guthrie's keynote presentation "Journey to the intelligent cloud" is a must view video. This is from AzureCon 2015, September 29, 2015 I have reproduced some screen shots in case you are unable to view this long video for one reason or another. One of the highlights is 3 datacenters coming on line in India.
Recently announced Azure Data Lake addresses the big data 3V challenges; volume, velocity and variety. It is one more storage feature in addition to blobs and SQL Azure database. Azure Data Lake (should have been Azure Data Ocean IMHO) is really omnipotent. Just look at the key capabilities of Azure Data Lake:
The cloud has reached mainstream IT. Those 18.7 million data centers out there (server closets to corporate data centers to colocation deployments) are moving to the cloud. In his session at 17th Cloud Expo, Achim Weiss, CEO & co-founder of ProfitBricks, will share how two companies – one in the U.S. and one in Germany – are achieving their goals with cloud infrastructure. More than a case study, he will share the details of how they prioritized their cloud computing infrastructure deployments ...
Decisions about budgets and resources are often made without IT even having a seat at the table. As technologist we understand the value of DevOps - but do your business counterparts? If they don't, your DevOps initiatives could lose funding before they start. In her session at DevOps Summit, Jeanne Morain, Strategist / Author at iSpeak Cloud, LLC, will provide insights on how to bridge the gap between business and technology leaders. Attendees will learn prescriptive guidance on balancing wor...
The modern software development landscape consists of best practices and tools that allow teams to deliver software in a near-continuous manner. By adopting a culture of automation, measurement and sharing, the time to ship code has been greatly reduced, allowing for shorter release cycles and quicker feedback from customers and users. Still, with all of these tools and methods, how can teams stay on top of what is taking place across their infrastructure and codebase? Hopping between services a...
Interested in leveraging automation technologies and a cloud architecture to make developers more productive? Learn how PaaS can benefit your organization to help you streamline your application development, allow you to use existing infrastructure and improve operational efficiencies. Begin charting your path to PaaS with OpenShift Enterprise.
SYS-CON Events announced today that Secure Infrastructure & Services will exhibit at SYS-CON's 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Secure Infrastructure & Services (SIAS) is a managed services provider of cloud computing solutions for the IBM Power Systems market. The company helps mid-market firms built on IBM hardware platforms to deploy new levels of reliable and cost-effective computing and hig...
When it comes to IoT in the enterprise, namely the commercial building and hospitality markets, a benefit not getting the attention it deserves is energy efficiency, and IoT’s direct impact on a cleaner, greener environment when installed in smart buildings. Until now clean technology was offered piecemeal and led with point solutions that require significant systems integration to orchestrate and deploy. There didn't exist a 'top down' approach that can manage and monitor the way a Smart Buildi...
SYS-CON Events announced today that IBM Cloud Data Services has been named “Bronze Sponsor” of SYS-CON's 17th Cloud Expo, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. IBM Cloud Data Services offers a portfolio of integrated, best-of-breed cloud data services for developers focused on mobile computing and analytics use cases.
Today, we are in the middle of a paradigm shift as we move from managing applications on VMs and containers to embracing everything that the cloud and XaaS (Everything as a Service) has to offer. In his session at 17th Cloud Expo, Kevin Hoffman, Advisory Solutions Architect at Pivotal Cloud Foundry, will provide an overview of 12-factor apps and migrating enterprise apps to the cloud. Kevin Hoffman is an Advisory Solutions Architect for Pivotal Cloud Foundry, and has spent the past 20 years b...
While testing is often ignored when it comes to DevOps - it could be the most important aspect of achieving true DevOps success. Without rethinking automated testing from the ground-up, the entire DevOps productivity gain cannot be realized. Large tech companies build their own rapid test automation that runs in minutes across functional, performance, security and other tests. In his session at DevOps Summit, Kevin Surace, CEO of Appvance, will discuss how we learn from these real-world succe...
DevOps has often been described in terms of CAMS: Culture, Automation, Measuring, Sharing. While we’ve seen a lot of focus on the “A” and even on the “M”, there are very few examples of why the “C" is equally important in the DevOps equation. In her session at @DevOps Summit, Lori MacVittie, of F5 Networks, will explore HTTP/1 and HTTP/2 along with Microservices to illustrate why a collaborative culture between Dev, Ops, and the Network is critical to ensuring success.
SYS-CON Events announced today that has been named a "Bronze Sponsor" of SYS-CON's @DevOpsSummit Silicon Valley, which will take place November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. provides open-source software ELK turned into a log analytics platform that is simple, infinitely- scalable, highly available, and secure.