Public Sector Pension Investment Board Acquires Retirement REIT

On January 15, 2007, Public Sector Pension Investment Board (PSPIB) acquired more than 89 per cent of the issued and outstanding units of Retirement Residences Real Estate Investment Trust (Retirement REIT) at $8.35 per unit. Once all of the units are acquired by PSPIB, the total value of the transaction, including the existing debt of Retirement REIT, will be approximately $2.8 billion. This transaction represents the culmination of the strategic review process that began in January 2006, following an unsolicited approach from a third party proposing a potential acquisition transaction. During this strategic review process, Retirement REIT's special committee, appointed to consider a number of expressions of interest from third parties, determined that the transaction with PSPIB was the most attractive offer.

PSPIB is a Canadian Crown corporation that manages employer and employee contributions made after April 1, 2000 to the Federal Public Service, the Canadian Forces and the RCMP pension funds. Retirement REIT, based in Toronto, has approximately 224 retirement and long-term care facilities in Canada and the United States with resident capacity of more than 26,500, and is Canada's largest provider of accommodation and care for seniors.

PSPIB was represented by Assunta Di Lorenzo, first vice president and general counsel, and Valery Zamuner, in-house counsel, PSPIB, Montreal, and by Torys LLP in Toronto and New York. Torys' team was led by Patricia Koval and included Christopher Fowles, Conni Gibson, Adam Levy, Craig Pell, Suzanne Dicerni and James Miller (corporate and M&A), Corrado Cardarelli, Peter Keenan, Grace Pereira, Gary Gartner and Jeffrey Scheine (tax), Bill Estey and John Cameron (research), Paul Kennedy, David Dell, Sabrina Gherbaz, Miroslav Fajt, Nichole Cortese, Kimberley Kowalik, Joanna Dybel and Katherine Alexander-Carew (real estate), Ingrid VanderElst and Eric Boehm (IP and technology), Christina Medland and Tara Sastri (pension and employment) and Carolyn Naiman (competition). PSPIB was also represented by Dechert LLP on US long-term care and senior care regulatory matters with a team that included Susan Hendrickson, Beth Rubin, David Sontag and Les Jacobowitz (regulatory).

Retirement REIT was represented by Frank Cerrone, senior vice president, general counsel and secretary, and by a team from Goodmans LLP, principal counsel to Retirement REIT. The Goodmans team was led by Stephen Pincus, and included Michelle Roth, Sheldon Freeman, Gail Jaffe, Jennifer Suess and Brian Wise (corporate/M&A/regulatory), Ira Barkin (real estate), Daniel Gormley (competition) and Scott Bell (research).

With respect to long-term care and senior care regulatory matters in Canada and outside of Ontario, Retirement REIT was represented in British Columbia by Penny Washington, Decatur Howe and Sonia Sahota of Bull, Houser & Tupper LLP; in Alberta by Tom Cumming and Maria Nathanail of Gowling Lafleur Henderson LLP; in Manitoba by Bruce King and Judy Payne of Pitblado LLP; and in Quebec by Hubert Sibre of BCF LLP.

With respect to long-term care and senior care regulatory matters in the US, Retirement REIT was represented by Christopher Donovan, Peter Leone, Monica Neuman and Kaley Klanica of McDermott Will & Emery LLP; by Stephen Zubiago and Anthony Ruvolo of Nixon Peabody LLP; and by Robert Fogg of Archer & Greiner, P.C.

Davies Ward Phillips & Vineberg LLP was counsel to the special committee of Retirement REIT in connection with the strategic alternative review process and the sale of Retirement REIT's units. The team was led by Bill Gula and included Vincent Mercier, Richard Fridman and Paul Budovitch (securities/M&A) and Neal Armstrong and Duncan Osborne (tax).