Dundee REIT Acquires Whiterock REIT

Dundee Real Estate Investment Trust (“Dundee”) completed its previously announced acquisition of Whiterock Real Estate Investment Trust (“Whiterock”). The transaction was effected by way of takeover bid and a subsequent “qualifying exchange” in which all Whiterock units remaining outstanding after completion of the takeover bid were redeemed by Whiterock in exchange for Dundee units on a tax-deferred “roll-over” basis. In connection with the takeover bid, Whiterock unitholders received, at their election, either $16.25 in cash or 0.4729 units of Dundee REIT for total cash and non-cash consideration of approximately $590 million.

In connection with the acquisition, Dundee assumed the outstanding indebtedness under each of Whiterock's outstanding debentures and mortgage loans.

In order to fund the cash portion of the purchase price, Dundee arranged for a financing commitment in the amount of $375 million from TD Bank.

Dundee REIT is an open-ended real estate investment trust and provides high quality, affordable business premises. It is focused on owning, acquiring, leasing and managing mid-sized urban and suburban office and industrial properties. Dundee REIT's portfolio currently consists of approximately 19.3 million square feet of gross leasable area across Canada.

Dundee was represented by Mark Hogan, VP, Business Development & General Counsel and by Osler, Hoskin & Harcourt LLP with a team that included Doug Marshall and Kathryn Houlden (securities/M&A); George Valentini, Stella DiCresce, Ryan Nielsen and Brian Rakowski (real estate); Shelley Obal (legal opinions) and Shuli Rodal (competition).

Whiterock was represented by Goodmans LLP with a team that included Sheldon Freeman, Gesta Abols, David Nathanson, Gail Jaffe, Geoff Cowper-Smith and Joanna Creed (corporate/securities/M&A); Maureen Berry (tax); Andrew Wiseman and Daniel Shapira (real estate); Mark Surchin and Victoria Petherbridge (finance) and Susan Zimmerman (legal opinions).

TD Bank was represented by McCarthy Tétrault LLP with a team that included John Currie, Jonathan See and David Jachimowicz.