Acktion Takeover Bid for Revenue Properties

On December 11, 2000, Revenue Properties Company Limited (Revenue) announced that it had entered into an agreement with Acktion Corporation and its wholly-owned subsidiary 3391361 Canada Inc. (Acktion) pursuant to which Acktion agreed to amend the terms of its hostile takeover bid for Revenue made on November 14, 2000, as extended on December 5, 2000. The amended offer is for 20,137,100 common shares of Acktion at an increased price of $2.60 per common share, and it expires on or about January 5, 2001.

Revenue’s Board of Directors recommended against Acktion’s original offer, which involved consideration of $0.10 less per share, and did not include the increased percentage of common shares for Revenue’s shareholders as included in the amended offer. It was further announced on December 11, 2000, that Acktion entered into a shareholder agreement with Mark M. Tanz, Revenue’s principal shareholder, which provides for the continuity of management and equal board representation after the completion of the bid, as well as for the timely disposition of non-core assets and mutual approval rights in relation to other fundamental matters affecting the company.
In light of the new amendments, including the agreement with Mr. Tanz, Revenue’s Board agreed to withdraw its recommendation against the offer and to make no recommendation in respect of the amended offer.

Acktion is represented by Stikeman Elliot, with a team comprised of William Braithwaite, Robert Nicholls and Maurice Swan. Revenue’s takeover defense is being handled by a Goodmans LLP team that includes Steve Halperin, Sheldon Freeman and David Sherman, while the independent directors of Revenue are being advised by Jon Levin and Joel Binder of Fasken Martineau DuMoulin LLP. Mark Tanz is represented by Graham Gow and Christopher Hoffmann of McCarthy Tétrault.