InnVest Real Estate Investment Trust
TSX : INN.UN
TSX : INN.DB.A
TSX : INN.DB.B

InnVest Real Estate Investment Trust

March 13, 2009 16:00 ET

InnVest Real Estate Investment Trust adopts amended and restated unitholder rights plan

TORONTO, ONTARIO--(Marketwire - March 13, 2009) - InnVest Real Estate Investment Trust ("InnVest" or the "Trust") (TSX:INN.UN) announced that its Board of Trustees has unanimously adopted an amended and restated unitholder rights plan (the "Rights Plan"). The Rights Plan will ensure that InnVest and its Unitholders continue to receive certain benefits associated with InnVest's current unitholder rights plan (the "Initial Plan") which expires on April 8, 2009. The Rights Plan has been adopted at this time to prevent any gap in Unitholder protection and will be effective April 8, 2009. Subject to the receipt of requisite regulatory approvals and to Unitholder approval at InnVest's annual and special meeting of unitholders on April 14, 2009, the Rights Plan will be effective for a period of three years from the date of such approval, unless otherwise terminated in accordance with its terms. InnVest is not adopting the Rights Plan in response to any specific take-over proposal, nor has it been made aware of any such proposal.

As with the Initial Plan, the Rights Plan is intended to ensure that Unitholders receive fair treatment in the event of an unsolicited attempt to gain control of the Trust and, in such event, to ensure Unitholders receive full value and that the Board of Trustees has time to consider alternatives to maximize Unitholder value. The Board believes that the implementation of the Rights Plan is particularly important at the present time given the volatility of capital markets and the Board's view that InnVest's Units are currently significantly undervalued.

To implement the Initial Plan, the Board of Trustees authorized the issuance of one right (a "Right") for each outstanding Unit to holders as of the close of business on October 8, 2008. The Rights issued on October 8, 2008 will continue to be outstanding under the Rights Plan. Upon the occurrence of certain triggering events, including the acquisition by a person or group of persons of 20% or more of outstanding Units in a transaction not approved by the Board of Trustees, each Right will entitle Unitholders (other the acquiring person or group of persons) to acquire Units at a substantial discount to the prevailing market price at the time.

The Rights will not be triggered by purchases of Units made pursuant to a Permitted Bid under the Rights Plan. A Permitted Bid is a bid which is made to all holders of Units and which is open for acceptance for not less than 60 days. If at the end of 60 days, at least 50 percent of the outstanding Units, other than those owned by the offeror and certain related parties, have been tendered, the offeror must take up and pay for the Units but must extend the bid for a further 10 days to allow other Unitholders to tender to the bid.

The Rights Plan is not intended to deter a bona fide take-over bid for InnVest pursuant to a full and fair offer. It does not affect the duty of the Board to give proper consideration to any offer that might be made, and to act in the best interests of the Trust and its Unitholders.

The Rights Plan is similar to other unitholder rights plans adopted by many public entities. A material change report containing a more detailed summary of the Rights Plan and a complete copy of the Rights Plan will be filed with the applicable securities regulatory authorities and will be made available at www.sedar.com and on InnVest's website at www.innvestreit.com.

TRUST PROFILE

InnVest REIT holds Canada's largest hotel portfolio together with an interest in Choice Hotels Canada Inc. the largest franchisor of hotels in Canada. The hotel portfolio currently comprises 147 hotel properties, with over 19,000 guest rooms, operated under internationally recognized franchise brands such as Comfort Inn®, Holiday Inn® Quality Suites/Inn®, Radisson®, Delta®, Travelodge®, Hilton Hotel®, Staybridge Suites®, Fairmont Hotels®, Sheraton Suites® and Best Western®. InnVest's trust units and outstanding convertible debentures trade on the Toronto Stock Exchange under the symbols INN.UN, INN.DB.A, INN.DB.B and INN.DB.C, respectively.

Contact Information

  • InnVest Real Estate Investment Trust
    Kenneth D. Gibson
    President and Chief Executive Officer
    (905) 206-7100
    Fax: (905) 206-7114


    InnVest Real Estate Investment Trust
    Tamara L. Lawson
    Chief Financial Officer and Corporate Secretary
    (905) 206-7100
    Fax: (905) 206-7114
    Website: www.innvestreit.com