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Gazit-Globe and First Capital Realty announce proposal to take Gazit America private and acquisition of Gazit America's medical office and retail properties by First Capital Realty

Friday, May 4, 2012 4:08 PM


TEL-AVIV, Israel and TORONTO, May 4, 2012 /CNW/ - Gazit-Globe Ltd. ("Gazit-Globe") (TASE: GLOB; NYSE: GZT) and First Capital Realty Inc. ("First Capital Realty") (TSX: FCR) announced today that Gazit-Globe and First Capital Realty have submitted a non-binding preliminary proposal to Gazit America Inc. ("Gazit America") (TSX: GAA) with respect to the acquisition by Gazit-Globe of all of the common shares of Gazit America not already beneficially owned by Gazit-Globe for consideration valued at $7.07 for each share of Gazit America, payable in cash and common shares of First Capital Realty.  The preliminary transaction proposal and consideration are subject to full due diligence and adjustment.  Gazit-Globe currently beneficially owns approximately 73.1% of the outstanding shares of Gazit America. The preliminary proposal, which is structured as an arrangement, would require, among other things, approval by the minority shareholders of Gazit America at a special meeting called for this purpose (the "Special Meeting").

The cash portion of the consideration will be $2.90 for each share of Gazit America, subject to adjustment based on the 20-trading day volume-weighted average share price of the common shares of Equity One, Inc. ("Equity One") on the seventh trading day prior to the Special Meeting. If such price is greater than US$21.75 or less than US$20.75, the cash portion will increase or decrease, respectively, by the amount in Canadian dollars equal to 40% of the number of US dollars by which such price is greater than US$21.75 or is less than US$20.75.

The First Capital Realty common shares to be distributed to Gazit America minority shareholders will be the prorata portion of those delivered by First Capital Realty in payment by it for the shares of Gazit America's subsidiaries, ProMed Properties (CA) Inc. ("ProMed"), which owns the medical office and retail properties of Gazit America and ProMed Asset Management Inc., and for the assumption of certain property-related indebtedness from Gazit America. As part of the preliminary proposal, First Capital Realty is prepared to purchase these shares from Gazit America and assume this indebtedness from Gazit America. Payment for those shares and indebtedness will be made by the delivery of a number of First Capital Realty common shares determined by reference to the 20-trading day volume-weighted average share price on the seventh trading day prior to the Special Meeting, but in no case will this price per share be less than $18.25 or greater than $19.25.

The consideration value of $7.07 per share of Gazit America assumes a price of $18.75 per share for the First Capital Realty common shares, a market price of US$21.26 per share for the Equity One shares and the receipt by the minority shareholders of Gazit America of a cash payment of $2.90 and 0.2222 common shares of First Capital Realty for each Gazit America common share. This would represent a premium of 41.4% and 43.8%, respectively, to the closing price and 20-trading day volume-weighted price, respectively, of the common shares of Gazit America on May 3, 2012.

Completion of the proposed transaction is conditional upon satisfactory completion of due diligence by Gazit-Globe and First Capital Realty, the negotiation of definitive transaction agreements and certain other customary conditions. The proposed transaction would be expected to close in July 2012.

Roni Soffer, President of Gazit-Globe said: "This arrangement proposal represents a win-win situation for all parties.


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