CANMARC reacts to unsolicited bid

CANMARC Real Estate Investment Trust  announced  that at 5:00 p.m. on November 25, 2011, it received an unsolicited written proposal from Cominar Real Estate Investment Trust . Pursuant to this unsolicited written proposal Cominar:

    proposes to acquire 100% of the outstanding units of CANMARC, on a fully diluted basis, for an all cash purchase price of $15.30 per unit;     would offer CANMARC unitholders a unit election option pursuant to which holders of units would exchange CANMARC units for Cominar units, with an aggregate maximum of 16 million Cominar units available pursuant to this option, subject to proration; and sought the REIT to enter into exclusive negotiations with a view to sign definitive agreements within a seven day period, and indicated that it would be prepared to immediately announce its intention to make its offer, by way of takeover bid, directly to the unitholders of CANMARC failing CANMARC's agreement to enter into such exclusive negotiations by 5:00 p.m. on November 27, 2011.

In response to the Cominar Proposal, CANMARC's board of trustees (the "Board") has formed a special committee (the "Special Committee") of independent trustees comprised of Karen A. Prentice (Chair), Gérard A. Limoges and John Levitt to, among other things, consider and review the Cominar Proposal and review and pursue any other alternatives that may be in the best interests of the REIT.  The Special Committee has retained Fasken Martineau DuMoulin LLP as its legal advisor. The REIT has also retained TD Securities Inc. as its financial advisor and Osler, Hoskin & Harcourt LLP continues to act as the REIT's legal advisor.

Although Cominar indicated its desire to negotiate a transaction with the support of the Board, it demanded a response satisfactory to Cominar from the REIT by November 27, 2011 at 5:00 p.m. EST, failing which they would be prepared to immediately announce their intention to make their offer, by way of takeover bid, directly to the unitholders of CANMARC.

The Chairman of the Board and Special Committee, Karen Prentice, said, "Given the REIT was not for sale and that it continues to successfully execute on its business plan, it is unreasonable to ask the REIT to respond to their proposal within a 48 hour window", adding "the Board and the Special Committee, with the support of their advisors, will diligently assess the current situation and will fully consider any offer and communicate the REIT's views to its unitholders.  In the interim, we would encourage our unitholders not to take any action with respect to the proposed offer."

In conjunction with its initial public offering, CANMARC adopted a unitholder rights plan as a mechanism to ensure that in the event of an unsolicited offer, there would be adequate time to appropriately evaluate the offer and to explore alternatives.

"Since its initial public offering on May 25, 2010, CANMARC has delivered an annualized total return of 31% to unitholders, compared to 18% for Cominar units", added Karen  Prentice. She further said "we have a highly experienced management team that has demonstrated their sustained ability to acquire new, high quality assets on an accretive basis and to manage our properties and our business in a manner that benefits both our tenants and our unitholders. CANMARC has created significant value for our unitholders."

"Based on the REIT's positive financial results, high asset quality, strong balance sheet, numerous organic growth opportunities and attractive acquisition pipeline, there continues to be significant upside in CANMARC's unit price." said Jim Beckerleg, CEO of CANMARC.
 

on November 29, 2011