Dundee REIT Sale of Eastern Portfolio to GE Real Estate

On August 24, 2007 Dundee REIT completed the sale of its Eastern real estate portfolio and related assets to GE Real Estate for a total purchase price of over $2.3 billion, including cash proceeds of approximately $1.4 billion. The portfolio consisted of properties located principally in Ontario, Quebec and Newfoundland.

The cash proceeds of the sale, together with $165 million in cash from GE Real Estate reflecting its equity investment in the REIT, were used to acquire a total of approximately 33.4 million issued and outstanding units of the REIT at a price of $47.50 per unit. The total number of units acquired represented approximately 66 per cent of the voting units of the REIT that were issued and outstanding on closing.

Dundee REIT was represented by Osler, Hoskin & Harcourt LLP in Toronto, Montreal and Calgary with a team consisting of George Valentini, Rod Davidge, Nicole Cloutier, Stella Di Cresce, Craig Walton, Craig Harkness, Suzanne Herceg, Maureen Rocchi, Phillip Sousa and Deanna Benedict of the real estate group, Doug Marshall, Desmond Lee, Mark Hogan and Sonia Davis of the corporate law group, Peter Franklyn and Kevin Ackhurst of the competition law group, Jim Hassell and Michelle MacGillivray of the employment and labour group and Tony Devir of the pensions group.

Special tax counsel to Dundee REIT were James R. Wilson and David Glicksman of Wilson & Partners LLP.

GE Real Estate was represented by McCarthy Tétrault LLP in Toronto, Montreal and Calgary with a team consisting of Fred Rubinoff, Jamie Orzech, Pauline Reichel, Donna Reeve, Louis-Martin Dube, Bram Green, Annie-Gagnon Larocque and Paul Galbraith (real estate), Graham Gow, Robert Hansen, Roger Chouinard and Amrit Sidhu (corporate), Jerald Wortsman, Gabrielle Richards and Brian Pel (tax), Oliver Borgers and Jeanne Pratt (competition), Karen Sergeant (employment) and Greg Winfield (pensions).

The Special Committee of the Trustees of Dundee REIT was represented by William Orr and Daniel Batista of Fasken Martineau DuMoulin LLP.

Dundee Realty Corporation was represented by Alan Brown, Cynthia Sargeant and Ron Richler of Blake, Cassels & Graydon LLP and Lloyd Fogler, Q.C., Raymond Gelgoot and Elliot Vardin of Fogler, Rubinoff LLP.
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