Cominar announces successful completion of take-over bid of Canmarc

Cominar Real Estate Investment Trust announced that as of 5:00 p.m. on February 7, 2012, an additional 6,108,608 trust units of Canmarc Real Estate Investment Trust  had been deposited to the offer  by wholly-owned subsidiaries of Cominar to acquire all of the issued and outstanding Canmarc Units. The Cominar Acquisition Group has taken up and accepted for payment all of such additional Canmarc Units, which represent, together with the 45,956,757 Canmarc Units owned by the Cominar Acquisition Group and Cominar, approximately 95% of the Canmarc Units outstanding.

The additional 6,108,608 Canmarc Units deposited under the Offer will be paid for on February 10, 2012. Approximately 59% of such additional Canmarc Units tendered were tendered into the Unit Alternative of the Offer and approximately 41% of such additional Canmarc Units tendered were tendered into the cash alternative of the Offer. 2,099,287 trust units of Cominar will be issued in payment of such additional Canmarc Units tendered under the Unit Alternative.

Since the Cominar Acquisition Group has been successful in acquiring more than 90% of the Canmarc Units not owned by the Cominar Acquisition Group or Cominar under its Offer, it intends to acquire all remaining Canmarc Units by compulsory acquisition under the declaration of trust of Canmarc. The Cominar Acquisition Group intends to send a notice of compulsory acquisition to each holder of Canmarc Units who has not accepted the Offer as soon as practicable after it has paid for the Canmarc Units taken-up .

The unit alternative (the "Unit Alternative") at 0.7607 Cominar Units per Canmarc Unit, subject to proration on the terms described in the Offer, will still be available as an option for Canmarc Unitholders who wish to elect not to receive cash consideration under the compulsory acquisition and prefer the opportunity to participate in the future upside of Cominar and in the benefits that Cominar will derive from its acquisition of Canmarc. Under the terms of the Offer, Cominar Units were specifically reserved to provide the Canmarc Unitholders with the same opportunity to participate in Cominar that many other Canmarc Unitholders have already benefited from. Further, based on the exchange ratio offered under the Unit Alternative and before any potential proration of the Cominar Unit consideration, the monthly cash distributions to Canmarc Unitholders electing the Unit Alternative would, based on current distributions to Cominar unitholders, represent an increase of approximately 15% over recent distributions on Canmarc Units.
As previously announced, Cominar will cause Canmarc to cease further distributions on Canmarc Units.
 

on February 10, 2012