Sizeler Signs Letter of Intent for Proposed Acquisition
NEW ORLEANS, Aug. 8 -- Sizeler Property
Investors, Inc. (NYSE: SIZ) announced that it has entered into a letter of
intent with Revenue Properties Company Limited for the acquisition of all
of the outstanding shares of Sizeler common stock at an all cash price of
$15.10 per share. Revenue Properties Company Limited is a publicly-listed
(Toronto: RPC) real estate owner-operator property company. Morguard
Corporation, a publicly-listed (Toronto: MRC) real estate and property
management company with CDN$6 billion of assets under ownership, control or
management, owns 68% of the common equity of Revenue Properties.
As previously announced, Sizeler's Board of Directors retained Wachovia
Capital Markets, LLC as its financial advisor to assist Sizeler in
analyzing potential strategic alternatives. Sizeler's Board approved
entering into the letter of intent with Revenue Properties. The proposed
transaction is subject to the execution of a mutually acceptable definitive
merger agreement prior to August 17, 2006. The letter of intent provides
Revenue Properties with exclusivity during the negotiation of the
definitive merger agreement.
The closing of the transaction would be subject to approval by
Sizeler's stockholders and other customary closing conditions. The
transaction is not subject to any financing contingency. However, there can
be no assurance that a definitive merger agreement can or will be signed or
that a transaction can or will be completed.
Sizeler Property Investors, Inc. is an equity real estate investment
trust (REIT) that invests in retail and apartment properties in the
southeastern United States. The Company currently owns thirty properties --
sixteen in Louisiana, ten in Florida and four in Alabama. The Company's
properties consist of two regional enclosed malls, thirteen retail shopping
centers and fifteen apartment communities.
FORWARD LOOKING STATEMENT
This release made by Sizeler may contain certain forward-looking
statements that are subject to risk and uncertainty. Investors and
potential investors in Sizeler's securities are cautioned that a number of
factors could adversely affect Sizeler and cause actual results to differ
materially from those in the forward-looking statements, including, but not
limited to (a) the inability to lease current or future vacant space in
Sizeler's properties; (b) decisions by tenants and anchor tenants who own
their space to close stores at properties; (c) the inability of tenants to
pay rent and other expenses; (d) tenant financial difficulties; (e) general
economic and world conditions, including threats to the United States
homeland from unfriendly factions; (f) decreases in rental rates available
from tenants; (g) increases in operating costs at properties; (h) increases
in corporate operating costs associated with new regulatory requirements;
(i) lack of availability of financing for acquisition, development and
rehabilitation of properties; (j) force majeure as it relates to
construction and renovation projects; (k) possible dispositions of mature
properties since Sizeler is continuously engaged in the examination of the
various lines of business; (l) increases in interest rates; (m) a general
economic downturn resulting in lower retail sales and causing downward
pressure on occupancies and rents at retail properties; (n) forces of
nature; (o) the adverse tax consequences if Sizeler were to fail to qualify
as a REIT in any taxable year; and (p) inability of Sizeler to enter into a
definitive merger agreement with Revenue Properties or complete the
transactions contemplated thereby.
Except as required under federal securities laws and the rules and
regulations of the SEC, the Company does not have any intention or
obligation to update or revise any forward-looking statements in this
release or other Sizeler filings with the SEC, whether as a result of new
information, future events, changes in assumptions or otherwise, including
specifically any statements previously provided with respect to expected
operating results or performance.
