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Huntingdon REIT Announces Amendment to Terms of Proposed Combination with IAT Air Cargo Facilities Income Fund

^{Published on 2009-11-24 20:29:25 - Market Wire}
 

WINNIPEG, Nov. 24 /CNW/ - Huntingdon Real Estate Investment Trust ("HREIT") (TSX: HNT.UN) announced today that it has agreed to amend the terms of its proposed combination with IAT Air Cargo Facilities Income Fund ("IAT") (TSX: ACF.UN). Under the terms of the amended combination agreement, IAT unitholders will receive 9.75 trust units of HREIT ("HREIT Units") for each IAT trust unit held. All other terms and conditions of the proposed transaction are substantially as described in the joint information circular of HREIT and IAT dated November 5, 2009 (the "Information Circular"). Upon completion of the proposed combination, as amended, IAT's existing unitholders will own approximately 47.9% of the outstanding HREIT Units and HREIT's existing unitholders will own approximately 52.1%.

Institutional investors collectively exercising control or direction over approximately 14% of the outstanding HREIT Units, have entered into agreements with HREIT to vote in favour of the resolutions to approve the combination, as amended, and related matters.

In addition, FrontFour Capital Group LLC, FrontFour Master Fund Ltd., FrontFour Holdings Inc. and Distressed Securities & Special Situations-1 (collectively, "FrontFour"), which collectively own and control approximately 45% of the IAT trust units outstanding, have each entered into a voting agreement confirming its continued support of the combination, as amended. Based on the amended terms of the transaction, FrontFour will own approximately 24.5% of the combined entity after completion of the combination.

The completion of the combination, as amended, is subject to certain closing conditions, including: (i) the receipt by IAT of a fairness opinion of its financial advisor that the consideration to be received pursuant to the combination, as amended, is fair from a financial point of view to IAT unitholders; (ii) the approval of the Toronto Stock Exchange; and (iii) other standard closing conditions.

The trustees of HREIT and IAT have resolved that the combination, as amended, is in the best interests of their respective unitholders.

HREIT notes that the Information Circular contains pro forma financial statements and pro forma financial information for the six-month period ended June 30, 2009, which were prepared on the assumption that the combination would constitute a "reverse take-over" of HREIT by IAT, since under the original terms of the combination, IAT unitholders were expected to own greater than 50% of the outstanding HREIT Units following the completion of the combination. As a result of the amendment to the exchange ratio from 11.75 HREIT Units to 9.75 HREIT Units for each IAT trust unit held, HREIT unitholders are now expected to own greater than 50% of the outstanding HREIT Units following the combination, as amended. Accordingly, the combination, as amended, may not be treated as a "reverse take-over" of HREIT by IAT for accounting purposes. The accounting treatment of the combination, as amended, will be determined in due course. Accordingly, HREIT unitholders and others are cautioned not to place undue reliance on the pro forma financial statements and pro forma financial information contained in the Information Circular.

The meeting of HREIT unitholders to consider the proposed combination will proceed as scheduled on Thursday, November 26, 2009 at 11:00 a.m. (Winnipeg time). The deadline for submitting to CIBC Mellon Trust Company proxies to be used at the meeting of HREIT unitholders has been extended to 5:00 p.m. on November 25, 2009. A motion to amend the resolution approving the combination will be proposed to reflect the amended terms of the combination. All proxies for which a holder of HREIT Units has indicated are to be voted in favour of the resolution approving the combination will be voted in favour of the resolution approving the combination, as amended.

The meeting of IAT unitholders is scheduled for Thursday, November 26, 2009 at 9:00 a.m. (Vancouver time) although HREIT understands that IAT may call and adjourn the meeting to Monday, December 7, 2009. Assuming that the meeting of IAT unitholders is held on December 7, 2009, subject to the satisfaction or waiver of all other conditions of closing, the amended combination is expected to close on or about January 1, 2010.

RBC Capital Markets is acting as financial advisor to Huntingdon REIT in connection with the transaction. Aikins, MacAulay & Thorvaldson LLP is acting as legal counsel to Huntingdon REIT, and Davies Ward Phillips & Vineberg LLP is counsel to the Special Committee of the Huntingdon REIT Board of Trustees.

HREIT is a real estate investment trust, which is listed on the TSX under the symbols HNT.UN (Trust Units) and HNT.DB.C (Series C Convertible Debentures). HREIT owns 68 income producing office, industrial, retail and standalone parking lot properties that have a total gross leaseable owned area of 4.7 million square feet; two land parcels held for development and other development and expansion opportunities within the existing portfolio. The properties are located in Manitoba, Ontario, Saskatchewan, Alberta, British Columbia and Northwest Territories. HREIT also owns CRESI Inc., a property management business. More information about HREIT can be found on its website at [ www.hreit.ca ].

Forward-Looking Information:

This news release contains certain forward-looking statements relating to the meetings of unitholders of HREIT and IAT and the expected closing date of the combination, as amended, subject to the satisfaction of closing conditions. These statements, which can be identified by the use of the word "expected", involve various risks and uncertainties. These forward-looking statements represent expectations of HREIT as of the date hereof, and are subject to change after such date. HREIT disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws. This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction. The issuance of this press release is not an admission that any entity named in this press release owns or controls any units of HREIT or IAT or is a joint actor with any other entity.