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Key REIT accepts friendly Plazacorp takeover bid

Key REIT’s tenants include KFC, Taco Bell, Tim Hortons Inc. and Shoppers Drug Mart Corp.

FRED PROUSER/REUTERS

Key REIT says it has agreed to takeover deal from Plazacorp Retail Properties Ltd. and an offer worth $119-million for the small-box retail property owner.

Fredericton-based Plazacorp says it will pay $8 per unit in cash, or 1.6326 Plazacorp shares, for each Key REIT unit in a deal that trumps an earlier, hostile takeover bid of $7.50 per unit by Huntingdon Capital Corp.

The cash component of the offer from Plazacorp, which owns and develops real estate properties in Atlantic Canada, Quebec and Ontario, is subject to a maximum $59.5-million, representing 50 per cent of the price.

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Plazcorp will also assume debt, bringing the total value of the transaction to $320-million, Key REIT said.

Key REIT described the Plazacorp deal as "significantly more attractive" than the Huntingdon bid and said it was advising unit holders to take up the new offer.

"We are very pleased with the results of our value maximization process which we believe represents an excellent outcome," Key REIT chairman Donald Biback said of moves taken by the company since Huntingdon first announced its intentions.

Huntingdon increased its bid to $7.50 last week after an earlier offer of $7 had been rejected by Key REIT, which has 226 properties in nine provinces across Canada.

The higher Plazacorp offer is subject to a minimum tender of two-thirds of units as well as various regulatory approvals. Key REIT has also agreed to non-solicitation covenants , a right by Plazacorp to match any superior offer and a $5-million break fee payable to Plazacorp under certain circumstances in the event the deal does no go through.

John Bitove, Key REIT's chief executive officer and its largest stakeholder at 16.5 per cent, has entered to tender to the offer.

It is anticipated that units tendered to the Plazacorp offer will be taken up in May.

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Meanwhile, in accordance with an order of the Ontario Securities Commission made on March 14, the unit holder rights plan adopted by the Key REIT board on March 8 will be cease-traded on March 27, it said.

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