IVT Investus Real Estate

MONTREAL, June 1, 2011 /CNW/ -- MONTREAL, June 1, 2011 /CNW Telbec/ - Société de Développement Alpha (SDA) Inc. ("SDA"), an affiliate of Michel Dallaire and his family, and Investus Real Estate Inc. ("Investus") (TSXV:IVT) announced today that they have entered into an acquisition agreement pursuant to which SDA has agreed to acquire all of the outstanding common shares of Investus, by way of the amalgamation of a wholly owned subsidiary of SDA and Investus (the "Amalgamation"). Investus shareholders will ultimately receive, in exchange for each Investus common share held, $ 0.20 payable in cash by the amalgamated corporation. A special meeting of Investus shareholders to consider the Amalgamation is currently expected to occur on or about June 29, 2011. A proxy circular relating to the special meeting is expected to be mailed to Investus shareholders on or about June 3, 2011. Approval by at least 66 2/3% of Investus shareholders present in person or by proxy at the meeting will be required to proceed with the Amalgamation. In addition, the Amalgamation must be approved by the votes of the holders of a majority of the shares of Investus excluding those held by SDA and its affiliates, present in person or represented by proxy at the Investus shareholders meeting (the "Minority Shareholders"). The independent committee of Investus' Board of Directors that was established to consider the Amalgamation (the "Special Committee") has received from KPMG LLP, a fairness opinion (the "Opinion") dated June 1, 2011. The Opinion states that as of such date, the consideration to be paid pursuant to the Amalgamation is fair from a financial point of view for the Minority Shareholders. After having taken into consideration the Opinion and other factors, the Special Committee recommended that the Board of Directors of Investus approve the Amalgamation. The Board of Directors of Investus, excluding three directors who were required to abstain from voting, after receiving the recommendation of the Special Committee, has unanimously approved the transaction, and in doing so has determined that the consideration offered under the Amalgamation is fair to the Minority Shareholders and that the Amalgamation is in the best interest of Investus and the Minority Shareholders. The Board of Directors recommends that Investus shareholders vote in favour of the Amalgamation at the special meeting of shareholders. All directors and officers of Investus holding common shares of Investus have entered into lock-up agreements supporting the transaction. The acquisition agreement between SDA and Investus contains customary provisions prohibiting Investus from soliciting any other acquisition proposal but allowing termination in certain circumstances, including receipt of an unsolicited bona fide acquisition proposal from a third party that the Investus Board of Directors, in the exercise of its fiduciary duties, and in accordance with the terms and conditions of the acquisition agreement, finds to be superior to the proposed transaction, subject to the reimbursement by Investus of SDA's expenses, up to an amount of $100,000. The acquisition agreement also contains closing conditions, including that Investus have net cash on hand of $600,000 on the Effective Date, that certain third party consents be obtained, that no more than 5% of Investus shareholders dissent to the Amalgamation and other customary closing conditions. SDA has undertaken to offer each of the four properties of Investus to Cominar Real Estate  Investment Trust for fair market value after completion of the Amalgamation. Davies Ward Phillips and Vineberg LLP is acting as legal counsel to SDA and Stikeman Elliott LLP is acting as legal counsel to the Special Committee of Investus. The TSX Venture Exchange has neither approved nor disapproved the contents of this news release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release. If approved by Investus shareholders, Investus expects the Amalgamation to be completed on or before June 30, 2011. There can be no assurance that the Amalgamation will be completed. Forward-Looking Statements -------------------------- This press release may contain forward looking statements and information within the meaning of applicable securities legislation. Although Investus believes that the anticipated future results, performance or achievements expressed or implied by the forward looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward looking statements and information because they involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Investus to differ materially from anticipated future results, performance or achievement expressed or implied by such forward looking statements and information. Accordingly, Investus cannot  provide any assurance that its expectations will in fact occur and cautions that actual results may differ materially from those in the forward looking statements. Factors that could cause actual results to differ materially from those set forth in the forward looking statements and information include: general economic conditions; local real estate conditions including the development of properties in close proximity to Investus' properties; timely leasing of newly-developed properties and re-leasing of occupied square footage upon expiration; dependence on tenants' financial condition; the uncertainties of real estate development and acquisition activity; the ability to effectively integrate acquisitions; interest rates; availability of equity and debt financing; the impact of newly-adopted accounting principles on Investus' accounting policies and on period-to-period comparisons of financial results; and other risks and factors described from time to time in the documents filed by Investus with the securities regulators in Canada, including in its annual information form and management's discussion and analysis. Investus does not undertake any obligation to publicly update or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, except as required by securities laws. To view this news release in HTML formatting, please use the following URL: http://www.cnw.ca/en/releases/archive/June2011/01/c9520.html p align="justify" Investus Real Estate Inc.: Serge Beaudet, President and Chief Executive Officer, (514) 875-1400; Michel Paquet, Secretary, (418) 681-8151 x2225. /p

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