|By Marketwired .||
|June 10, 2014 05:31 PM EDT||
BARRIE, ONTARIO -- (Marketwired) -- 06/10/14 -- Partners Real Estate Investment Trust (the "REIT" or "Partners") (TSX:PAR.UN) announced today that it has appointed two new independent Trustees to its Board.
Earlier today, Orange Capital, LLC ("Orange Capital) announced the names of five individuals that it would like to nominate for election to the Board of Trustees and stated that it will file a proxy circular. The Board of Trustees recommends that shareholders DO NOT vote using Orange Capital's proxy.
Appointment of New Independent Trustees
Consistent with its previously stated commitment to Board renewal, the REIT announced today that Stephen Dulmage and Dexter John have been appointed to the Board of Trustees, effective immediately. The new Trustees are independent of both the REIT and Orange Capital and bring strong qualifications and skills to the Board:
-- Stephen Dulmage, B.A., C.A. - Mr. Dulmage brings over 40 years of experience in the Canadian investment industry from both an employee and a shareholder perspective. For 16 years, until 1988, he was the Chief Financial Officer of RBC Dominion Securities. Mr. Dulmage is currently a director of Orefinders Resources Inc. and Triumph Ventures II Corporation. He is also a past director of four other boards. He serves as the Chair of the Audit Committee of Orefinders Resources Inc. and was the past Chair of the Audit Committee for Xmet Inc. He holds a Bachelor of Arts degree and is a member of the Canadian Institute of Chartered Accountants, having earned his CA designation with Price Waterhouse. Mr. Dulmage will join our Audit Committee and will seek the vote of the Committee members to be the Chair of the Audit Committee. -- Dexter D. S. John, B. A., LL.B., ICD.D. - Mr. John is a Senior Vice President of CST Phoenix Advisors and among other responsibilities, manages its corporate governance services platform. He has over 15 years of experience in the capital markets and spent six years in structured finance where he executed over $4 billion in transactions including $1 billion in Commercial and Residential Mortgage Backed Securities. Mr. John previously served as Executive Vice President & General Counsel at a proxy services provider and as counsel at a top tier law firm. He serves as a director of Augustine Ventures Inc. and holds a Bachelor of Arts, a LL.B. designation and the ICD designation from the Institute of Corporate Directors. Mr. John will join the REIT's Governance Committee.
The new Trustees will stand for election at the upcoming AGM and full biographical information will be included in Partners' proxy circular. The REIT continues to interview prospective candidates to join its Board.
The Board of Trustees notes that Orange Capital announced the names of five individuals that it would like to nominate for election to the Board of Trustees and stated that it will file a proxy circular. The Board recommends that unitholders DO NOT vote using Orange Capital's proxy.
The REIT, like very many public companies, in both Canada and the U.S., has advance notice requirements if a unitholder wants to nominate trustees at a meeting. There are good reasons for these notice requirements, primarily, so the company and its owners have notice of a contest for control of the business. For whatever reason, Orange Capital has not complied with your REIT's advance notice requirements.
Accordingly, it is the REIT's position that Orange Capital is not entitled to nominate trustees at the July 15, 2014 annual unitholder meeting. We expect Orange Capital may challenge that position, but the REIT will defend it. These provisions of the REIT's Declaration of Trust, which governs all aspects of the REIT, have been in force for well over a year. Orange Capital and its advisors are aware of this and the fact that they have missed the deadline, yet they insist on continuing down a futile path and forcing unnecessary costs on the REIT and its unitholders.
Orange Capital's continued agitation is even more baffling given that, from its press release issued earlier today, it holds only 1,000 of the REIT's units. That represents an investment by a multi-million dollar US hedge fund of less than $5,000, and less than 1% of the REIT's outstanding units.
Partners will file and mail its proxy circular shortly that will include full information regarding its renewed Board, comprised of independent Trustees, along with a detailed history of Orange Capital's continued attempts to gain control of the REIT without providing a full and fair offer to all unitholders.
Board Reaffirms Recommendation that Unitholders Not Tender into the Orange Capital Offer
The Board of Trustees also continues to recommend that unitholders DO NOT tender to Orange Capital's $5.00 tender offer.
In the first place, it is very likely that people who tender will not be able to sell all of their units. The offer is capped at 10%, so if more units are tendered, everyone will be cut back pro rata. Unitholders that tender may end up selling only 70% or 50% or 30% (or whatever the number is) after the pro ration is done. The units are currently trading on the TSX just below $5.00. If a unitholder wants liquidity, please consider simply selling in the ordinary course in the market which will allow you to sell 100% rather than some pro rated number of your units.
Secondly, the offer has been deliberately and cleverly structured in an offensive way. Originally, it was massively coercive and unfair to unitholders. After complaints by the REIT and the intervention of regulators, Orange Capital "clarified" a few things. In fact, they substantially revised their offer to remove some of its more offensive attributes.
One serious issue, however, remains. Orange Capital is offering to buy only units with valid proxies attached. They know that they may not be able to buy all the units tendered because of the 10% cap and the likely need to pro rate units tendered. But, Orange Capital intends to vote all proxies tendered, not just the proxies attached to the units they purchase. In theory, if 50% or 60% of the units are tendered, Orange Capital would purchase 10%, but vote 50% or 60% of the units at the meeting. The Trustees of the REIT do not believe Orange Capital should be given control of the REIT after making a $5.00 offer for only 10%. In late 2013, they were offering to buy the 15% of the REIT owned by League Assets Corp. for $6.00 per unit. Their "Premium Tender Offer" might be seen as a "Deep Discount Offer for Those Not Paying Close Attention."
While Orange Capital has been forced to make material changes to its offer, the REIT's Trustees continue to believe that the offer is coercive and unattractive and recommends that unitholders DO NOT tender to the offer.
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.
Partners Real Estate Investment Trust
(705) 725-6020 ext 401
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.
Sep. 28, 2016 11:30 AM EDT Reads: 2,835
What happens when the different parts of a vehicle become smarter than the vehicle itself? As we move toward the era of smart everything, hundreds of entities in a vehicle that communicate with each other, the vehicle and external systems create a need for identity orchestration so that all entities work as a conglomerate. Much like an orchestra without a conductor, without the ability to secure, control, and connect the link between a vehicle’s head unit, devices, and systems and to manage the ...
Sep. 28, 2016 11:21 AM EDT
Apache Hadoop is a key technology for gaining business insights from your Big Data, but the penetration into enterprises is shockingly low. In fact, Apache Hadoop and Big Data proponents recognize that this technology has not yet achieved its game-changing business potential. In his session at 19th Cloud Expo, John Mertic, director of program management for ODPi at The Linux Foundation, will explain why this is, how we can work together as an open data community to increase adoption, and the i...
Sep. 28, 2016 11:00 AM EDT Reads: 1,093
If you had a chance to enter on the ground level of the largest e-commerce market in the world – would you? China is the world’s most populated country with the second largest economy and the world’s fastest growing market. It is estimated that by 2018 the Chinese market will be reaching over $30 billion in gaming revenue alone. Admittedly for a foreign company, doing business in China can be challenging. Often changing laws, administrative regulations and the often inscrutable Chinese Interne...
Sep. 28, 2016 11:00 AM EDT Reads: 365
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....
Sep. 28, 2016 10:45 AM EDT Reads: 4,101
As ridesharing competitors and enhanced services increase, notable changes are occurring in the transportation model. Despite the cost-effective means and flexibility of ridesharing, both drivers and users will need to be aware of the connected environment and how it will impact the ridesharing experience. In his session at @ThingsExpo, Timothy Evavold, Executive Director Automotive at Covisint, will discuss key challenges and solutions to powering a ride sharing and/or multimodal model in the a...
Sep. 28, 2016 10:45 AM EDT Reads: 232
Let’s face it, embracing new storage technologies, capabilities and upgrading to new hardware often adds complexity and increases costs. In his session at 18th Cloud Expo, Seth Oxenhorn, Vice President of Business Development & Alliances at FalconStor, discussed how a truly heterogeneous software-defined storage approach can add value to legacy platforms and heterogeneous environments. The result reduces complexity, significantly lowers cost, and provides IT organizations with improved efficienc...
Sep. 28, 2016 10:45 AM EDT Reads: 3,522
SYS-CON Events announced today that CDS Global Cloud, an Infrastructure as a Service provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. CDS Global Cloud is an IaaS (Infrastructure as a Service) provider specializing in solutions for e-commerce, internet gaming, online education and other internet applications. With a growing number of data centers and network points around the world, ...
Sep. 28, 2016 10:30 AM EDT Reads: 2,931
DevOps at Cloud Expo – being held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real results. Am...
Sep. 28, 2016 10:30 AM EDT Reads: 4,541
SYS-CON Events announced today that LeaseWeb USA, a cloud Infrastructure-as-a-Service (IaaS) provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. LeaseWeb is one of the world's largest hosting brands. The company helps customers define, develop and deploy IT infrastructure tailored to their exact business needs, by combining various kinds cloud solutions.
Sep. 28, 2016 10:15 AM EDT Reads: 3,248
Big Data has been changing the world. IoT fuels the further transformation recently. How are Big Data and IoT related? In his session at @BigDataExpo, Tony Shan, a renowned visionary and thought leader, will explore the interplay of Big Data and IoT. He will anatomize Big Data and IoT separately in terms of what, which, why, where, when, who, how and how much. He will then analyze the relationship between IoT and Big Data, specifically the drilldown of how the 4Vs of Big Data (Volume, Variety,...
Sep. 28, 2016 10:00 AM EDT Reads: 1,088
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...
Sep. 28, 2016 10:00 AM EDT Reads: 4,398
WebRTC is bringing significant change to the communications landscape that will bridge the worlds of web and telephony, making the Internet the new standard for communications. Cloud9 took the road less traveled and used WebRTC to create a downloadable enterprise-grade communications platform that is changing the communication dynamic in the financial sector. In his session at @ThingsExpo, Leo Papadopoulos, CTO of Cloud9, discussed the importance of WebRTC and how it enables companies to focus...
Sep. 28, 2016 10:00 AM EDT Reads: 2,213
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...
Sep. 28, 2016 09:45 AM EDT Reads: 5,094
For basic one-to-one voice or video calling solutions, WebRTC has proven to be a very powerful technology. Although WebRTC’s core functionality is to provide secure, real-time p2p media streaming, leveraging native platform features and server-side components brings up new communication capabilities for web and native mobile applications, allowing for advanced multi-user use cases such as video broadcasting, conferencing, and media recording.
Sep. 28, 2016 09:15 AM EDT Reads: 3,169