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Gazit-Globe,First Capital Realty Announce Proposal To Take Gazit America Private

Gazit-Globe Ltd. (GZT) and First Capital Realty Inc. (FCR.TO) announced that Gazit-Globe and First Capital Realty have submitted a non-binding preliminary proposal to Gazit America Inc. (GAA.TO) with respect to the acquisition by Gazit-Globe of all of the common shares of Gazit America not already beneficially owned by Gazit-Globe for consideration valued at $7.07 for each share of Gazit America, payable in cash and common shares of First Capital Realty. Gazit-Globe currently beneficially owns approximately 73.1% of the outstanding shares of Gazit America.

The company said the cash portion of the consideration will be $2.90 for each share of Gazit America, subject to adjustment based on the 20-trading day volume-weighted average share price of the common shares of Equity One, Inc. on the seventh trading day prior to the Special Meeting.

The First Capital Realty common shares to be distributed to Gazit America minority shareholders will be the prorata portion of those delivered by First Capital Realty in payment by it for the shares of Gazit America's subsidiaries, ProMed Properties (CA) Inc., which owns the medical office and retail properties of Gazit America and ProMed Asset Management Inc., and for the assumption of certain property-related indebtedness from Gazit America.

As part of the preliminary proposal, First Capital Realty is prepared to purchase these shares from Gazit America and assume this indebtedness from Gazit America.

The consideration value of $7.07 per share of Gazit America assumes a price of $18.75 per share for the First Capital Realty common shares, a market price of US$21.26 per share for the Equity One shares and the receipt by the minority shareholders of Gazit America of a cash payment of $2.90 and 0.2222 common shares of First Capital Realty for each Gazit America common share.

The proposed transaction would be expected to close in July 2012.

by RTT Staff Writer

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