Ontario Superior Court Allows Orange Capital's Nominees to Stand for Election to the Board of Partners REIT
TORONTO, June 24, 2014 /CNW/ - Orange Capital, LLC ("Orange Capital") is pleased to announce that the Ontario Superior Court of Justice (Commercial List) (the "Court") has ruled that each of Orange Capital's five (5) highly qualified trustee nominees (the "Nominees") are entitled to be considered for election to the board of trustees (the "Board") of Partners Real Estate Investment Trust (TSX: PAR.UN) ("Partners REIT") at the upcoming annual and special meeting of unitholders of Partners REIT to be held on July 15, 2014 (the "Meeting").
In light of the Court's decision, Orange Capital has elected to extend its previously announced $5.00 premium tender offer (the "Premium Tender") to purchase up to 2,604,956 units of Partners REIT to allow unitholders adequate time to consider this new information. The Premium Tender will now be open for acceptance by unitholders until 5:00 p.m. (Toronto time) on Monday June 30, 2014 (the "Expiry Time"). The number of units deposited to the Premium Tender currently represents less than 2,604,956 units. Orange Capital refers unitholders to its press release dated June 9, 2014 for important clarifications related to the Premium Tender, and also the Premium Tender offer dated May 28, 2014 that has been mailed to unitholders and is filed on SEDAR at www.sedar.com.
ABOUT ORANGE CAPITAL
Orange Capital is a New York based investment firm. The firm is a value-oriented investor in event-driven securities. Orange Capital was co-founded in 2005 by Daniel Lewis and Russell Hoffman. Prior to founding the firm, Orange Capital's portfolio manager, Daniel Lewis, was a director with Citigroup's Global Special Situations Group.
Unitholders are reminded that the Premium Tender is for a maximum of 2,604,956 units and that, as a condition of take up and payment of units, a depositing unitholder is required to appoint Orange Capital as its nominee and proxy for the Meeting in respect of all deposited units, regardless of the number of deposited units actually taken up and paid for by Orange Capital.
If more than 2,604,956 units are deposited in accordance with the Premium Tender and not withdrawn at the time of take up of the deposited units, then deposited units to be purchased from each depositing unitholder will be determined on a pro rata basis. In this circumstance, a depositing unitholder will have less than all of their units taken up under the Premium Tender and, if the Premium Tender is significantly over-subscribed, only a small portion of their deposited units will be taken up. Notwithstanding the fact that, in the event of an over-subscription of the Premium Tender, only a portion of the depositing unitholders' units will be taken up and purchased by Orange Capital, Orange Capital will have the authority to vote the proxy for all the units originally deposited by the unitholder in accordance with the Premium Tender. Therefore, if a unitholder does not want Orange Capital to vote its proxy in respect of units not taken up, they will have to revoke such proxy by providing instructions to their investment dealer, broker or other nominee, submitting a vote in favour of management of Partners REIT, or calling the toll free number to be provided by Orange Capital following take up under the Premium Tender.
If you have any questions with respect to the Premium Tender, or need assistance in depositing your units, please contact the depositary and information agent for the Premium Tender:
Kingsdale Shareholder Services
Toll Free (North America): 1-855-682-9437
Outside North America Call Collect: 1-416-867-2272
SOURCE Orange Capital, LLC