Borealis Infrastructure Management Inc.

Borealis Infrastructure Management Inc.

September 12, 2008 16:06 ET

Borealis Files Formal Take-Over Bid for Teranet

TORONTO, ONTARIO--(Marketwire - Sept. 12, 2008) - Borealis Acquisition Corporation, a special purpose investment entity managed by Borealis Infrastructure Management Inc., has today formally commenced its take-over bid for all the outstanding trust units of Teranet Income Fund (TSX:TF.UN) ("Teranet" or the "Fund") and all of the Class B limited partnership units of Teranet Holdings Limited Partnership for $11 in cash per unit, subject to certain terms and conditions.

The formal announcements of the Offer appeared in The Globe and Mail and in La Presse today. A take-over bid circular will be mailed to unitholders soon.

With a total value of more than $2 billion, the Offer will provide Teranet unitholders with a premium of approximately 27% over the volume-weighted average trading price of the trust units in the 30 days up to August 27, the day before news media reported speculation about a potential transaction. The Offer price is also higher than the highest closing price of the units, prior to Borealis Infrastructure's announcement on September 4, 2008, of its intention to make an offer for the Fund's units, since the Fund's initial public offering. Under the Offer, unitholders are offered 100% cash consideration, providing them with certainty of value and liquidity at a premium to trading prices prior to September 4.

"We believe our offer is an attractive opportunity that unitholders will see as compelling because of the significant premium and opportunity to receive cash," said Michael Rolland, President and Chief Executive Officer of Borealis Infrastructure.

Borealis Acquisition has filed the take-over bid circular and related documents, in both English and French, with Canadian securities regulatory authorities. The offer will be open for acceptance until 5:00 p.m. (Toronto time) on October 17, 2008, unless withdrawn or extended by Borealis Acquisition Corporation.

The Offer is subject to customary conditions, including that at least 66 2/3% of both the trust units and Class B LP units that are issued and outstanding at the expiry of the Offer are validly deposited and not validly withdrawn under the Offer.

Unitholders are urged to read the take-over bid circular and related documents. Questions regarding the Offer and requests for assistance in depositing units under the Offer should be directed to Laurel Hill Advisory Group, the Information Agent for the Offer, at 1-866-799-8654.

Copies of the take-over bid circular and related documents may be obtained without charge from Computershare Investor Services Inc., the Depositary for the Offer, at 31 Adelaide Street East, Toronto, Ontario, M5C 3H2, Attention: Corporate Actions, or toll free within North America at (add number) or by email at corporateactions@computershare.com. The take-over bid circular and related documents filed will be available on SEDAR at www.sedar.com.

Based in Toronto, Teranet is currently the sole provider of access to the Electronic Land Registration System (ELRS) for the province of Ontario and provides electronic land-based information and complementary services to approximately 80,000 clients in the legal, real estate, government, financial and health care sectors.

Borealis Infrastructure Management Inc. is an investment unit of OMERS Administration Corporation, the administrator of the OMERS pension plans that comprise the Ontario Municipal Employees Retirement System (the "OMERS Pension Plan"). The OMERS Pension Plan is one of Canada's largest pension plans with more than $52 billion in net assets invested on behalf of more than 380,000 active and retired municipal employees and more than 900 local government employers in Ontario.

This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The offer (as the same may be varied or extended in accordance with applicable law) will be made exclusively by means of, and subject to the terms and conditions set out in, the offer and offering circular document to be delivered to Teranet Income Fund and filed with Canadian provincial securities regulators and to be mailed to Teranet unitholders by the offeror. Teranet unitholders should read these materials carefully because they contain important information, including the terms and conditions of the offer.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

This document contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Borealis and the offeror to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such forward-looking statements should therefore be construed in light of such factors.

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