UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X| Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to ss.240.14a-12
SIZELER PROPERTY INVESTORS, Inc.
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(Name of Registrant as Specified In Its Charter)
REVENUE PROPERTIES COMPANY LIMITED
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a 6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing. (1) Amount Previously
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FOR IMMEDIATE RELEASE:
SIZELER TO BE ACQUIRED BY
REVENUE PROPERTIES COMPANY LIMITED
NEW ORLEANS and TORONTO, August 21, 2006 -- Sizeler Property Investors, Inc.
(NYSE: SIZ), Morguard Corporation (TSX: MRC) and Revenue Properties Company
Limited (TSX: RPC) announced that Sizeler and Revenue Properties have signed a
definitive merger agreement pursuant to which Revenue Properties will acquire
all issued and outstanding shares of common stock of Sizeler.
Under the merger agreement, each share of Sizeler common stock outstanding at
the time of the merger will be exchanged for $15.10 in cash. The transaction is
valued at approximately $324 million. Revenue Properties will also assume debt
of approximately $85 million. As of August 21, 2006, Sizeler had approximately
21.47 million shares of common stock outstanding. The acquisition is subject to
approval by Sizeler stockholders and is expected to close in the fourth quarter
of 2006.
Acquisition financing for the transaction is being provided by RBC Capital
Markets.
The merger agreement is the result of a seven month process during which Sizeler
considered its strategic alternatives and canvassed a large number of potential
bidders. The proposed transaction represents the best alternative available to
Sizeler and its stockholders as a result of that process. Wachovia Securities
acted as financial advisor to Sizeler as it considered its strategic
alternatives. Cohen & Steers rendered an opinion to the Sizeler board that the
transaction is fair, from a financial point of view, to Sizeler's stockholders.
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.
Revenue Properties Company Limited is a real estate company engaged in the
acquisition, development and ownership of income-producing properties in Canada.
Morguard Corporation is a major Canadian real estate and property management
company. It has extensive retail, office, industrial and residential holdings
through its investments in Morguard REIT, Morguard Residential Inc., and Revenue
Properties Company Limited. Morguard provides management services to
institutional and other investors for commercial and residential real estate
through Morguard Investments Limited and Morguard Residential Inc.
Forward-Looking Statements
This release may contain certain forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may
cause the actual results, events or developments to be materially different from
any future results, events or developments expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions, both nationally and in the regions in
which Revenue Properties operates; changes in business strategy or
development/acquisition plans; environmental exposure; financing risk; existing
governmental regulations and changes in, or the failure to comply with,
governmental regulations; liability and other claims asserted against Revenue
Properties; and other factors referenced in the filings of Revenue Properties
with Canadian securities regulators. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements.
Revenue Properties does not assume the obligation to update or revise any
forward-looking statements.
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; (p) inability of Sizeler to complete the
transactions contemplated by the definitive merger agreement; and (q) the other
factors described in Sizeler's filings with the SEC. Except as required under
federal securities laws and the rules and regulations of the SEC, Sizeler 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.
Additional Information and Where to Find It:
In connection with the proposed merger, Sizeler will be filing a proxy statement
and other relevant documents concerning the transaction with the SEC. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT
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INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders can obtain
a free copy of the proxy statement (when available) and other documents filed by
Sizeler with the SEC at the SEC's website at http://www.sec.gov. Free copies of
the proxy statement (when available) and other documents filed by Sizeler with
the SEC may also be obtained from Sizeler by directing a request to Thomas A.
Masilla, Jr., President and Chief Operating Officer, Sizeler Property Investors,
Inc., 2542 Williams Boulevard, Kenner, LA 70062 (telephone number: (504)
471-6200).
Sizeler and its directors and executive officers may be deemed, under SEC rules,
to be soliciting proxies from Sizeler's stockholders in favor of the proposed
merger. Information regarding the interests of these persons in the solicitation
will be more specifically set forth in the proxy statement concerning the
proposed merger that will be filed by Sizeler with the SEC.
In addition to the proxy statement, Sizeler files annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements or other information at the SEC public reference
room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Sizeler's filings with the SEC are
also available to the public from commercial document-retrieval services and at
the web site maintained by the SEC at http://www.sec.gov.
As of the date of this news release, Sizeler is not aware of any director or
officer who beneficially owns in excess of 5% of Sizeler common stock, except as
disclosed in its Annual Report on Form 10-K/A for the Fiscal Year Ended December
31, 2005 filed with the SEC on April 26, 2006.
For further information:
SOURCE Sizeler Property Investors, Inc. /CONTACT: Thomas A. Masilla, Jr.,
President and Chief Operating Officer of Sizeler Property Investors, Inc.,
+1-504-471-6200; or K. (Rai) Sahi, Chairman & CEO of Morguard Corporation and
Chairman & CEO of Revenue Properties Company Limited, +1-905-281-5888, or
rsahi@morguard.com /Web site: http://www.sizeler.net http://www.morguard.com
http://www.revprop.com (SIZ)
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Statements in this press release regarding Sizeler Property Investors
Inc.'s business which are not historical facts are "forward-looking statements"
that involve risks and uncertainties. For a discussion of such risks and
uncertainties, which could cause actual results to differ from those contained
in the forward-looking statements, see "Risk Factors" in the Company's Annual
Report or Form 10-K for the most recently ended fiscal year.
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