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Gazit America Forms Special Committee To Consider Acquisition Proposal

Gazit America Inc. (GAA.TO) announced that its Board has formed a Special Committee to consider and make recommendations to the Board of Directors with respect to a non-binding preliminary transaction proposal received by Gazit America from Gazit-Globe Ltd. (GZT) and First Capital Realty Inc. (FCR.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 which Gazit-Globe and First Capital have valued at $7.07 for each share of Gazit America, based on certain assumptions, payable in cash and common shares of First Capital.

As part of the arrangement, the Transaction Proposal contemplates that First Capital will acquire all of the shares of ProMed Properties (CA) Inc., which owns the medical office and retail properties of Gazit America, and ProMed Asset Management Inc.

The Transaction Proposal is subject to full due diligence and adjustment by Gazit-Globe and First Capital.

by RTT Staff Writer

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