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Gazit-Globe, First Capital Submit Preliminary Proposal To Buy Gazit America

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5/6/2012 6:23 AM ET

Gazit-Globe Ltd. (GZT: Quote), owners and operators of supermarket-anchored shopping centers, Sunday said it has submitted, together with First Capital Realty Inc. (FCR.TO: Quote), a non-binding preliminary proposal to acquire all of the common shares of Gazit America Inc. (GAA.TO: Quote), not already beneficially owned by it, for a consideration valued at C$7.07 per share, payable in cash and common shares of First Capital Realty.

Gazit-Globe currently beneficially owns about 73.1 percent of the outstanding shares of Gazit America.

According to the company, the consideration will include a cash portion of C$2.90 and a 0.2222 of First Capital Realty common share. The proposal represents a premium of 43.8 percent to the 20-trading day volume-weighted price of the common shares of Gazit America. The proposed transaction is expected to close in July.

As part of the preliminary proposal, First Capital Realty offered to purchase the shares of Gazit America's subsidiary, ProMed Properties (CA) Inc., which owns 12 medical office and retail properties in Canada and a 50 percent interest in an additional property jointly owned with First Capital Realty.

This will total nearly 86,000 square meters, or about 930,000 square feet, of leasable space and includes mortgages on the properties, for total consideration of around C$97.1 million, Gazit-Globe stated.

According to Gazit-Globe, payment for ProMed Properties shares will be made by about 5.2 million of First Capital Realty common shares.

In addition to its medical office operation, Gazit America owns about 12.5 percent of Equity One, the U.S. subsidiary of Gazit-Globe. Assuming acceptance of this proposal, these shares will be fully owned by Gazit-Globe.

Roni Soffer, president of Gazit-Globe said, "This arrangement proposal represents a win-win situation for all parties. Gazit America's shareholders will be able to realize a significant premium on their common shares, First Capital Realty will acquire a quality portfolio of medical office and retail assets at a fair price, and the resulting structure will be simplified and provide for increased corporate and operational efficiency from Gazit-Globe's perspective."

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by RTT Staff Writer

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