Choice Properties REIT Acquires CREIT for US$4,632M

CANADA - Choice Properties Real Estate Investment Trust (Choice Properties), a unit of Loblaw Cos Ltd, agreed to acquire the entire share capital of Canadian Real Estate Investment Trust (CREIT), a Toronto-based lessor of real estate property, for a total CAD 3.945 bil (USD 3.159 bil), via scheme of arrangement, in a stock swap transaction. The consideration was to consist of a choice between CAD 53.75 (USD 43.041) in cash or 4.284 Choice Properties units for each CREIT unit held, subject to proration where 42% will be in cash and 58% will be in units. The units were valued based on Choice Properties' closing stock price of CAD 12.49 (USD 10.002) on 14 February 2018, the last full trading day prior to the announcement.

The purposes of the transaction were for Choice Properties Real Estate Investment Trust and Canadian Real Estate Investment Trust to increase their respective shareholder values, strengthen their existing operations, and expand their presence in the Canadian real estate markets.

Date Announced: 02/15/18 
Deal Status (as of publication date): Pending
Deal Value (mil): $3,159

ACQUIRER ADVISORS*
TD Securities Inc. (Financial Advisor)
Torys LLP (Legal Advisor)

TARGET ADVISORS*
RBC Capital Markets (Financial Advisor)
Blake, Cassels & Graydon LLP (Legal Advisor)

Canadian Real Estate Investment Trust, located in Toronto, Ontario, is a real estate investment trust focused on accumulating a portfolio of high-quality real estate assets and delivering the benefits of real estate ownership to unit holders. The primary benefit is a reliable and, overtime, increasing monthly cash distribution. It owns a diversified portfolio of retail, office and industrial properties. The Company was founded in 1984.

Choice Properties Real Estate Investment Trust, located in Toronto, Ontario, is a real estate investment trust. Its portfolio comprises over 530 properties with a total gross leasable area (GLA) of approximately 44 million square feet. Its portfolio includes retail properties, industrial properties, an office complex and undeveloped parcels of land. The retail properties are made up of approximately 320 properties with a standalone retail store operating under a Loblaw banner; approximately 190 properties anchored by a retail store operating under a Loblaw banner that also contain one or more ancillary tenants, and seven properties containing only ancillary tenants. The Company was founded in May 2013.

George Weston Ltd, located in Toronto, Ontario, produces and wholesales bread and bakery products including biscuits and cakes. The holding company also owns and operates grocery stores. The Weston Foods operating segment is a leading fresh and frozen baking company in Canada and is engaged in frozen baking and biscuit manufacturing in the United States. The Loblaw operating segment, which is operated by Loblaw Companies Limited and its subsidiaries, is Canadas largest food distributor and a leading provider of drugstore, general merchandise and financial products and services. The company was founded in 1882.

*List of advisors are those known at press time.

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