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Press release from CNW Group

Gazit America Announces Receipt of Transaction Proposal and Formation of a Special Committee

Friday, May 04, 2012

Gazit America Announces Receipt of Transaction Proposal and Formation of a Special Committee16:54 EDT Friday, May 04, 2012NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICESTORONTO, May 4, 2012 /CNW/ - Gazit America Inc. ("Gazit America") (TSX: GAA) announced today that its Board of Directors has formed a Special Committee to consider and make recommendations to the Board of Directors with respect to a non-binding preliminary transaction proposal received by Gazit America from Gazit-Globe Ltd. ("Gazit-Globe") and First Capital Realty Inc. ("First Capital") with respect to the acquisition by Gazit-Globe of all of the common shares of Gazit America not already beneficially owned by Gazit-Globe for consideration which Gazit-Globe and First Capital have valued at $7.07 for each share of Gazit America, based on certain assumptions, payable in cash and common shares of First Capital (the "Transaction Proposal").  The Transaction Proposal is structured as an arrangement which would require, among other things, approval by the minority shareholders of Gazit America at a special meeting called for this purpose.  As part of the arrangement, the Transaction Proposal contemplates that First Capital will acquire all of the shares of ProMed Properties (CA) Inc., which owns the medical office and retail properties of Gazit America, and ProMed Asset Management Inc.  The Transaction Proposal is subject to full due diligence and adjustment by Gazit-Globe and First Capital. Further information regarding the Transaction Proposal is contained in the joint news release issued today by Gazit-Globe and First Capital.The members of the Special Committee are Gary Samuel (Chair), Gary Goodman, Lewis Reford and Pamela Spackman, each of whom is independent of Gazit-Globe and First Capital.  The Special Committee has engaged Stikeman Elliott LLP to act as its independent legal advisor and has retained Brookfield Financial Corp. to act as independent valuator to prepare a valuation of Gazit America, as required by applicable securities laws, in connection with its evaluation of the Transaction Proposal. Osler, Hoskin & Harcourt LLP will act as legal advisor to Gazit America.ABOUT GAZIT AMERICA (TSX: GAA)Gazit America's goal is to acquire and develop best in class medical office, health care retail, and mixed use properties, operate them well and continually add value. The Company currently has interest in thirteen properties totalling approximately 930,000 square feet (representing the Company's proportionate interest) of rentable space located in Longueuil and Montreal, Quebec, Cambridge, London, Mississauga, Toronto, Kitchener and Ottawa, Ontario, and Edmonton and Calgary, Alberta. In addition, the Company owns approximately 12.5% of Equity One, Inc. (NYSE: EQY), a U.S. real estate investment trust.FORWARD LOOKING STATEMENT ADVISORYThis press release contains forward-looking statements, and other statements concerning Gazit America's objectives and strategies and management's beliefs, plans, estimates and intentions. The forward-looking statements are not historical facts but reflect Gazit America's current expectations regarding future results or events and are based on information currently available to management. Certain material factors and assumptions were applied in providing these forward-looking statements. All forward-looking statements in this press release are qualified by these cautionary statements.Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, management can give no assurance that actual results will be consistent with these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including that the transactions contemplated by the Transaction Proposal will not proceed in the manner described or at all, including that definitive agreements will not be negotiated, or that any required approvals and other conditions will not be received or satisfied, on terms satisfactory to Gazit America or at all, general economic conditions, and the matters discussed under "Risks and Uncertainties" in Gazit America's current Management's Discussion and Analysis and "Risk Factors" in Gazit America's current Annual Information Form. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Gazit America undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws.These forward-looking statements are made as of the date of this press release.For further information: Gail Mifsud, C.E.O. Gazit America Inc. 109 Atlantic Avenue, Suite 303 Toronto, Ontario, Canada M6K 1X4 Tel: (416) 447-6400 Fax: (416) 447-6488 investor.relations@gazitamerica.com www.gazitamerica.com