TORONTO, Jan. 29 /CNW/ - Whiterock Real Estate Investment Trust ("Whiterock" or the "REIT") today announced that, in connection with its previously announced process to solicit proposals to acquire or merge with the REIT (the "Sale Process"), its Board of Trustees has adopted a unitholder rights plan (the "Plan"). The Plan, which is effective immediately, is subject to regulatory approval and is also subject to unitholder ratification within 6 months.
The Plan was adopted in order to ensure that the Board has sufficient time to consider any take-over bid or other change of control transaction that may arise outside of the Sale Process and, in the event that such a bid or transaction is proposed, to provide the Board of Trustees and the Special Committee thereof with an appropriate period of time to permit the Sale Process to effectively operate in order to maximize unitholder value for all unitholders.
The Plan will operate to prevent an attempt to acquire control of the REIT other than by means of an offer made to all unitholders that is a "Permitted Bid" as defined in the Plan. Under the Plan, those bids that meet certain requirements intended to protect the interests of unitholders are considered to be "Permitted Bids." A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws, remain open for 60 days, be made to all unitholders, and satisfy certain other conditions.
Whiterock is not adopting the Plan in response to any specific proposal to acquire control of the REIT, nor has it been made aware of any such proposal. The Plan is similar to plans adopted by other Canadian public issuers and approved by their securityholders.
A material change report containing a complete copy of the Plan will be filed with the applicable securities regulatory authorities and will be made available at www.sedar.com and on Whiterock's website at www.whiterockreit.ca.
About Whiterock
Whiterock owns a high quality portfolio of well-located, long-term leased office, industrial and retail properties located predominantly in central and eastern Canada. Whiterock's portfolio comprises 33 properties, consisting of 17 office, 10 industrial and 6 retail properties, and totals approximately 3 million square feet. The properties have an average lease term of approximately 9 years, of which approximately 70% are leased to government or investment grade tenants.
Forward Looking Statements
This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Whiterock to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the risks related to the market for Whiterock's securities, the general risks associated with real property ownership and acquisition (including, in particular but without limitation, that any properties subject to conditional agreement of purchase and sale will be acquired as scheduled and/or on the terms currently anticipated and/or described) that future accretive acquisition opportunities will be identified and/or completed by Whiterock, lease maturities, risk management, liquidity, debt financing, credit risk, competition, general uninsured losses, interest rate fluctuations, environmental matters, restrictions on redemptions of outstanding Whiterock securities, lack of availability of growth opportunities, diversification, reliance on anchor or single tenant properties, potential unitholder liability, potential conflicts of interest, the availability of sufficient cash flow, fluctuations in cash distributions, the market price of Whiterock's units, the failure to obtain additional financing, dilution, reliance on key personnel, changes in legislation, failure to obtain or maintain mutual fund trust status and delays in obtaining governmental approvals or financing as well as those additional factors discussed in the section entitled "Risk Factors" in Whiterock's Annual Information Form dated April 26, 2006, which can be obtained at www.sedar.com.
The Toronto Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
Contacts www.whiterockreit.ca Jason Underwood(416) 907-4861 Paul Simcox
(416) 907-4862 Frank Bucys
CFO
(416) 907-4864
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