/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE
TORONTO, July 19, 2012 /CNW/ - Gazit America Inc. ("Gazit America")
(TSX: GAA) announced today that ISS Canada, Canada's leading
independent proxy firm and an affiliate of Institutional Shareholder
Services Inc. ("ISS"), and Glass Lewis & Co., a leading U.S. independent proxy firm, have
both recommended to their respective institutional clients that they
vote in favour of the proposed arrangement (the "Arrangement")
announced on June 21, 2012 under the Business Corporations Act (Ontario) involving Gazit America, Gazit-Globe Ltd. and First Capital
ISS summarized their conclusion as follows: "The Arrangement enjoys the
support of the majority shareholder. To safeguard the interests of
minority holders, an independent committee was appointed and a
valuation for fairness opinion purposes was sought. There is a
satisfactory premium and market reaction is favorable. As there are no
significant governance concerns and there is overwhelming shareholder
support, approval of this resolution is warranted."
Glass Lewis commented, in part: "We note that the transaction offers shareholders a
substantial equity premium and that the consideration value per share
falls within the fair value range derived by the independent financial
advisor. The consideration also represents an all-time high value for
the Company and shareholders. Accordingly, we recommend that
shareholders vote FOR this proposal."
The consideration to be received by Gazit America shareholders consists
of a cash payment and a fraction of a share of First Capital Realty
Inc. for each Gazit America common share, the amount of which will be
determined at the close of trading on July 24, 2012 based on the volume
weighted average trading prices of the shares of First Capital and
Equity One, Inc. Gazit America intends to issue a news release after
the close of trading on July 24, 2012 informing shareholders of the
amount of the cash payment and the fraction of a share of First Capital
payable for each Gazit America share pursuant to the Arrangement.
Shareholders are encouraged to review the management information
circular of Gazit America, dated June 27, 2012, which provides a
detailed discussion of the Arrangement, as well as the reasons behind
the board of directors' recommendation. A copy of the circular is
available on SEDAR at www.sedar.com under Gazit America's profile. The closing of the Arrangement is
subject to court approval, regulatory approval and other closing
The Gazit America shareholders' meeting to consider the Arrangement is
scheduled for August 2, 2012 at 2:00 p.m. at the Toronto Board of
Trade, 1 First Canadian Place, Suite 350, Toronto, Ontario. Shareholders are encouraged to vote, as all votes are important.
Gazit America shareholders who have questions or need any additional
information should contact their professional advisors or can contact
Laurel Hill Advisory Group, Gazit America's proxy solicitation agent,
toll-free at 1-877-452-7184, locally at 416-304-0211 or by email at email@example.com.
ISS is Canada's leading independent proxy advisory firm and the leading
authority on proxy voting and corporate governance issues in Canada
with over 1,700 clients. ISS has been providing advisory and voting
services to leading pension funds, investment managers, mutual funds
and other institutional shareholders since 1987.
About Glass, Lewis & Co.
Founded in 2003, Glass, Lewis & Co. is a leading U.S., independent,
governance analysis and proxy voting firm, serving institutional
investors globally that collectively manage more than US$15 trillion in
ABOUT GAZIT AMERICA (TSX: GAA)
Gazit America's goal is to acquire and develop best in class medical
office, health care retail, and mixed use properties, operate them well
and continually add value. The Company currently has interest in
thirteen properties totalling approximately 930,000 square feet
(representing the Company's proportionate interest) of rentable space
located in Longueuil and Montreal, Quebec, Cambridge, London,
Mississauga, Toronto, Kitchener and Ottawa, Ontario, and Edmonton and
Calgary, Alberta. In addition, the Company owns approximately 12.4% of
Equity One, Inc. (NYSE: EQY), a U.S. real estate investment trust.
FORWARD LOOKING STATEMENT ADVISORY
This press release contains forward-looking statements, and other
statements concerning Gazit America's objectives and strategies and
management's beliefs, plans, estimates and intentions, including with
respect to the Arrangement becoming effective. The forward-looking
statements are not historical facts but reflect Gazit America's current
expectations regarding future results or events and are based on
information currently available to management. Certain material factors
and assumptions were applied in providing these forward-looking
statements. All forward-looking statements in this press release are
qualified by these cautionary statements.
Management believes that the expectations reflected in forward-looking
statements are based upon reasonable assumptions; however, management
can give no assurance that actual results will be consistent with these
forward-looking statements. These forward-looking statements are
subject to a number of risks and uncertainties that could cause actual
results or events to differ materially from current expectations,
including that the Arrangement may not be approved by shareholders of
Gazit America or by the Court or may not otherwise become effective,
general economic conditions, and the matters discussed under "Risk
Factors" in Gazit America's Management Information Circular, "Risks and
Uncertainties" in Gazit America's current Management's Discussion and
Analysis and "Risk Factors" in Gazit America's current Annual
Readers, therefore, should not place undue reliance on any such
forward-looking statements. Further, a forward-looking statement speaks
only as of the date on which such statement is made. Gazit America
undertakes no obligation to publicly update any such statement or to
reflect new information or the occurrence of future events or
circumstances except as required by securities laws.
These forward-looking statements are made as of the date of this press
Gail Mifsud, C.E.O.
Gazit America Inc.
109 Atlantic Avenue, Suite 303
Toronto, Ontario, Canada M6K 1X4
Tel: (416) 447-6400
Fax: (416) 447-6488