Acquisition by the Ontario Teachers Pension Plan of the Cadillac Fairview Corporation Limited

The Ontario Teachers’ Pension Plan Board (Teachers) announced on December 1, 1999 that it had signed a definitive agreement with the Cadillac Fairview Corporation (Cadillac), one of the largest owners, managers and developers of commercial real estate in North America, to acquire all of the outstanding common shares of Cadillac not already held by Teachers. Under the agreement, Teachers will pay $34 a share through a wholly-owned subsidiary on an all cash basis for an aggregate share price of approximately $2.3 billion. The meeting of shareholders to consider the plan of arrangement will be held on March 15, 2000.

Teachers has also made an offer for any and all of Cadillac’s $100 million principal amount 5.70 per cent convertible unsecured subordinated debentures at an offer price of $1,100 per $1,000 principal amount of convertible debentures, plus accrued but unpaid interest to the date that the convertible debentures are taken up under the offer. The offer will expire immediately prior to the implementation of the acquisition arrangement, which is expected to be March 17, 2000. Debentures not tendered to the offer will remain outstanding and debenture holders will be entitled to receive cash equal to par upon conversion after September 17, 2003.

Cadillac’s holdings focus on high quality retail centres, and include some of Canada’s landmark properties such as the Eaton Centre and Toronto-Dominion Centre in Toronto, the Pacific Centre in Vancouver and the Eaton Centre in Montreal. Overall, it owns interests in or manages 102 properties totalling 51 million square feet.

Counsel for Ontario Teachers’ Pension Plan is Borden & Elliot. The Borden & Elliot team is led by Morton G. Gross and includes Paul G. Findlay (securities). Francis S. Callaghan, Michael S. Held (corporate), Noella M. Milne (real estate), Stephen S. Heller, Larissa V. Tkachenko (tax), Christopher D. Bredt, Ronald Foerster and Benjamin T. Glustein (litigation). US counsel for Ontario Teachers’ Pension Plan Board is Shearman & Sterling. Corporate counsel for Cadillac Fairview is Davies, Ward & Beck. The Davies, Ward & Beck team is led by Jean-Paul Bisnaire and includes Timothy H. Moran and Jennifer L. Toone. Goodman Phillips & Vineberg represent Cadillac Fairview with regard to the real estate portion of the transaction. The GPV team consists of Juli Morrow, Ira S. Berg and Andrew S. Wiseman of the Toronto office. Jeffery A. Barnes and Leslie Johnson of Fraser Milner provided counsel to Bank of Montreal and Nesbitt Burns, Cadillac Fairview’s financial advisor. US counsel for Cadillac Fairview is Sullivan & Cromwell.