Cominar Real Estate Investment Trust (“Cominar”), through wholly owned subsidiaries of Cominar (the “Cominar Acquisition Group”), successfully acquired Canmarc Real Estate Investment Trust (“Canmarc”) by way of a takeover bid, creating one of the largest diversified REITs in Canada and enhancing Cominar's enterprise value to approximately $4.6 billion (as of the date of the acquisition).
On November 28, 2011, Cominar announced the purchase, by way of a private agreement, of a total of 3,099,300 trust units of Canmarc (the “Canmarc Units”). During the period from September 27, 2011, to November 27, 2011, the Cominar Acquisition Group had acquired Canmarc Units through market transactions and owned as of that date approximately 15.1 per cent of the total issued and outstanding Canmarc Units.
On December 2, 2011, the Cominar Acquisition Group commenced a hostile offer to purchase all of the issued and outstanding Canmarc Units. Pursuant to that initial offer, the unitholders of Canmarc were to receive $15.30 in cash per Canmarc Unit, a sum that was not subject to proration. Alternatively, the Cominar Acquisition Group had offered unitholders of Canmarc the opportunity to participate in the growth of the combined entity via a unit election option pursuant to which such unitholders would exchange each Canmarc unit they held for 0.7054 of a trust unit of Cominar (the “Cominar Units”), with an aggregate maximum of 16 million Cominar Units available pursuant to that option, subject to proration. The initial offer was open to acceptance until January 12, 2012 and thereafter extended on January 12, 2012 to January 27, 2012.
On January 16, 2012, Cominar and Canmarc announced that they had entered into a support agreement and that the initial offer was to be amended. In fact, Cominar offered to acquire all of the Canmarc Units for, at the option of unitholders of Canmarc, either $16.50 in cash per Canmarc Unit or 0.7607 of a Cominar Unit per Canmarc Unit, with an aggregate maximum of 16 million Cominar Units available pursuant to that option, subject to proration. The amended offer was further extended to February 7, 2012.
As Cominar and the Cominar Acquisition Group held approximately 95 per cent of the Canmarc Units outstanding as at such date, a compulsory acquisition regarding the remaining Canmarc Units not already owned was initiated and finally completed as of March 1, 2012.
The total consideration included the issuance of 16 million Cominar Units at $21.69 per unit and a cash amount of $421,149,984.32 paid out of the $550,000,000 new operating and acquisition credit facility concluded with a syndicate of lenders arranged by National Bank Financial, BMO Capital Markets and Desjardins Capital Markets.
Cominar was represented by Davies Ward Phillips & Vineberg LLP with a team consisting of Sylvain Cossette, Neil Kravitz, Sébastien Roy, Scott Tayne and Elise Beauregard (securities); Sébastien Thériault, Stefan Fews, Diana Lyrintzis, Véronique Gaumond-Carignan and Chrystelle Chevalier-Gagnon(financing and real estate); William Brock and Louis-Martin O'Neill (litigation and regulatory matters); Brian Bloom and Fred Purkey (tax) and Mark Katz and Jim Dinning (competition).
Canmarc was represented by Osler, Hoskin & Harcourt LLP with a team consisting of Vitale Santoro, François Paradis, Ward Sellers, Anthony Wilson and Bastien Gauthier (securities); Suzanne Côté and Fabrice Benoît (litigation and regulatory matters) and Peter Glossop (competition). The Special Committee of Canmarc was represented by Fasken Martineau DuMoulin LLP with a team consisting of Robert Paré, Marie-Josée Neveu and Jean-François Séguin (securities); Louis Bernier (employment); Stéphanie Lapierre and Vincent Cérat-Lagana (litigation) and Gilles Carli (tax). Goodmans LLP represented Canmarc's financial advisor, TD Securities Inc., with a team that included Stephen Halperin and Mark Spiro (corporate/M&A).
The lenders of Cominar were represented by Norton Rose Canada LLP with a team consisting of Robert Borduas, Martin Thériault, Miguel Manzano, Sandro Muzzo and Mélanie-Dupuis Giuliani.
Stewart McKelvey, with a team consisting of Alanna Waberski, Fraser MacFadyen and Paul Smith, assisted the parties on the transaction with respect to matters in the provinces of Nova Scotia and New Brunswick.