Primaris talking to potential suitors in Canada and abroad to beat KingSett bid

Primaris Retail REIT said Thursday it is in contact with potential buyers in Canada and elsewhere who may be interested in topping a $4.4-billion hostile takeover offer by a consortium led by KingSett Capital.

Chief executive John Morrison urged unitholders to reject what he called KingSett’s “opportunistic” bid because it “undervalues” the shopping centre real estate trust.

“This is not the end of the story,” he said in an interview from Toronto.

Morrison said financial advisers Canaccord Genuity Corp. and Evercore Partners have reached out to many potential bidders and are also receiving inquiries.

“It’s not just them reaching out, there’s companies that are expressing interest as well.”

In its proxy circular responding to KingSett, the Toronto-based REIT said its board unanimously rejected the offer because of its low price, which doesn’t provide an appropriate change of control premium.

The price of Primaris (TSX:RMZ.UN) units has surged more than 16 per cent since the offer was announced Dec. 5, and is trading above the $26 per unit bid price. The units gained nine cents to close at $26.79 in Thursday trading on the Toronto Stock Exchange.

Morrison said that reflects the market’s belief that the company, which has a large portfolio of shopping centres from coast to coast in Canada, is worth more than what has been offered by KingSett and its consortium, which includes the Ontario Pension Board.

The proposed offer, if successful, would also see RioCan Real Estate Investment Trust (TSX:REI.UN) buy five regional malls and three other shopping centres currently owned by Primaris for $1.1 billion.

Not only does KingSett’s bid not take into account the strategic value of the assets, he said it doesn’t reflect any upside from potential acquisitions and development growth.

“This offer really fails to compensate the unitholders for the underlying value of all the assets. This is a big shopping centre portfolio from coast to coast.”

While he wouldn’t say how much higher an acceptable bid would be, Morrison believes Primaris can attract a more financially attractive price.

Primaris said the offer is designed to take advantage of the holidays when other potential parties could face challenges in organizing an alternative bid, and isn’t permitted under the Primaris unitholder rights plan.

He said the trust has heard from large unitholders which are unhappy with the hostile bid and don’t want to see the company disappear. He urged all unitholders to read its proxy circular and consult the website launched at www.primarisrealvalue.com

Financial adviser Canaccord Genuity said the bid price was “inadequate” from a financial point of view to Primaris investors, other than those making the offer and its affiliates.

KingSett’s offer expires Jan. 17. Primaris expects the deadline will be extended because its unitholder rights plan prevents KingSett from purchasing any units under its offer until the independent committee has completed its discussions with third parties and its canvass of possible alternatives.

The plan also gives Primaris 60 days to find an alternative bidder.

Morrison hopes that’s enough time to strike a more attractive deal.

Primaris owns 35 properties comprising 1.3 million square metres (14.7 million square feet) of space in Canada.