International Properties Group Ltd -
Intent to acquire The Azterra Corp.
International Properties Group Ltd
IPX
Shares issued 33,216,695
1998-09-14 close $0.96
Tuesday Sep 15 1998
Mr. W. Judson Martin reports
International Properties Group (IPG) intends to make an offer to purchase all of
the outstanding common shares of The Azterra Corp. on the basis of one common
share of IPG for each 7.3 common shares of Azterra. Azterra is a real estate
development company listed on the ASE under the trading symbol TAC. As at
June 30, 1998, Azterra's book value of assets was approximately $45-million,
consisting of multifamily residential properties, all in greater Phoenix, Az. IPG will
issue approximately 5.1 million common shares to acquire all of the outstanding
Azterra common shares.
The offer is conditional on the deposit of not less than 90 per cent of Azterra's
common shares (on a fully diluted basis) and the completion of due diligence
satisfactory to both IPG and Azterra. The offer is also subject to other conditions
customary in these types of transactions. Some directors and officers of Azterra
holding in total approximately 42.5 per cent of the common shares of Azterra,
have agreed to tender their shares pursuant to the offer and have entered into
lockup agreements with IPG in connection therewith.
It is anticipated that the offer will be mailed to shareholders of Azterra in late
September and that the offer will expire 21 days thereafter. If the offer is
successful, IPG intends to take steps to acquire 100 per cent of the common
shares of Azterra.
IPG is highly attracted to Azterra's management, assets, and growth prospects.
Over the past two years, Patrick J. Fitzsimonds - president and chief executive
officer of Azterra - and his team have successfully developed three multifamily
projects in greater Phoenix, Az., totalling 502 residential units. Azterra's efforts
included land assembly and zoning approvals; project design and construction;
interim and long-term financing commitments; and lease-up and/or sale. Azterra's
experienced, knowledgeable and capable management will strengthen IPG's
position in the Scottsdale-Phoenix market and provide additional depth for future
growth - both locally and in other areas of the Southwestern United States.
Azterra's assets are high quality, well leased, in desirable locations, and are a
perfect complement to IPG's three existing projects in Scottsdale, Az. On
completion of this transaction, IPG will have approximately 1,500 multifamily units
in this market - creating a meaningful critical mass - and several future growth
opportunities. IPG will be looking to Mr. Fitzsimonds and his team to manage and
take a leading role in profitably growing the company's U.S. asset base.
The common shares of IPG may not be sold in the United States.
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