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
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.