November 6, 2008
Borealis Receives Province of Ontario Approval for Acquisition of Teranet Income Fund
Borealis Acquisition Corporation ("Borealis"), a special purpose investment entity managed by Borealis Infrastructure Management Inc., announced today that it is has received the necessary approval from the Province of Ontario for its proposed acquisition of all of the outstanding trust units of Teranet Income Fund (TSX: TF.UN) ("Teranet") and all of the Class B limited partnership units of Teranet Holdings Limited Partnership for $10.25 per unit in cash ("the Offer").
Borealis expects that all other conditions will be met or waived and encourages Teranet unitholders to tender their units to the Offer before the deadline which is 5:00 p.m. (Eastern Standard Time) on Monday November 10, 2008.
"The approval of this transaction by the Province of Ontario is a major step forward for all parties," said Michael Rolland, President and Chief Executive Officer of Borealis Infrastructure. "Unitholders will receive a cash premium and OMERS will gain a promising long-term investment. The Province, as well as the customers and employees of Teranet, can have confidence that Teranet will be fully supported by a strong new owner."
Mr. Rolland added: "We look forward to working with the management and employees of Teranet to build an even more successful company."
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 notice of extension and variation and takeover 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 1-800-564-6253 or by email at [email protected] The takeover bid circular and related documents filed are available, and the notice of extension and variation 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, one of Canada's largest pension plans with approximately $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) is made exclusively by means of, and subject to the terms and conditions set out in, the offer and offering circular document dated September 12, 2008 delivered to Teranet Income Fund, and the notice of extension dated as of the date hereof, as filed with Canadian provincial securities regulators and 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.
Contacts: Lute & Company John Lute (416) 929-5883 ex 222 Email: [email protected] Equicom Craig Armitage (416) 815-0700 ex 278 Email: [email protected] Laurel Hill Advisory Group 1-866-799-8654
SOURCE: Borealis Infrastructure Management Inc.