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Transactions and Cases

Public Sector Pension Investment Board to acquire Retirement Residences REIT 

Torys is representing PSPIB with a team that includes Patricia Koval, Christopher Fowles, Conni Gibson, Adam Levy, Craig Pell, Suzanne Dicerni and James Miller (corporate and M&A); Corrado Cardarelli, Peter Keenan, Grace Pereira, Gary Gartner and Jeffrey Scheine (tax); Paul Kennedy, David Dell, Sabrina Gherbaz, Miroslav Fajt, Nichole Cortese, Kimberley Kowalik and Joanna Dybel (real estate and licensing); Bill Estey and John Cameron (research); Ingrid VanderElst and Eric Boehm (IP and technology); Chris Medland and Tara Sastri (pension and employment); and Carolyn Naiman (competition).

On October 5, 2006, Retirement Residences Real Estate Investment Trust (Retirement REIT) announced that it entered into an acquisition and support agreement with Public Sector Pension Investment Board (PSPIB), whereby PSPIB will make a takeover bid to acquire all of the issued and outstanding units of Retirement REIT at C$8.35 per unit. The total value of the transaction, including the existing debt of Retirement REIT, is approximately C$2.8 billion.

The transaction follows a number of expressions of interest from third parties since January 2006. It is expected to close shortly following receipt of necessary regulatory approvals, which is anticipated to be by mid-January 2007. CIBC World Markets and Banc of America Securities LLC are the financial advisers to Retirement REIT's Board of Trustees Special Committee.

Retirement REIT (TSX: RRR.UN, RRR.DB.B, RRR.DB.C), based in Toronto, has 223 retirement and long-term care facilities with resident capacity of more than 26,500, and is Canada's largest provider of accommodation and care for seniors. PSPIB is a Canadian crown corporation that manages employer and employee contributions made after April 1, 2000 to the Federal Public Service, the Canadian Forces and the RCMP pension funds.