Press Release: Legacy Hotels Real Estate Investment Trust
November 1, 2000
TORONTO, ONT -- Legacy Hotels Real Estate Investment Trust ("Legacy") announced yesterday that it plans
to acquire Le Château Frontenac and The Empress hotels from Canadian Pacific Hotels & Resorts Inc. ("CPH&R")
for an aggregate purchase price of $305 million. The hotels are two of Canada's premier resort properties located
in the cultural centre of their respective cities. Fairmont Hotels & Resorts ("Fairmont"), North
America's largest luxury hotel management company, manages Le Château Frontenac and The Empress. CPH&R
holds a 67% controlling interest in Fairmont.
The Empress is Victoria, British Columbia's premier hotel property. Built in 1908, the 472-room hotel overlooks
Victoria's inner harbour and is adjacent to the Conference Centre. Plans are underway for the creation of a full
service luxury spa to open in 2001. Built in 1893, Le Château Frontenac is located in the heart of historic
Quebec City within the only walled city in North America. Reputed as the most photographed hotel in the world,
this 607- room hotel overlooks the St. Lawrence River and is recognized as a Quebec landmark.
The purchase price for the hotels is $185 million for Le Château Frontenac and $120 million for The Empress.
The hotels will be acquired by a subsidiary of Legacy, which will issue exchangeable shares to CPH&R for approximately
$120 million of the aggregate purchase. The exchangeable shares are exchangeable into Legacy units on a one-for-one
basis. The number of exchangeable shares will be based on the market price of Legacy's units at the time of the
unitholder meeting referred to below, subject to a minimum of $8.60 and a maximum of $9.00 per unit. The dividend
on the exchangeable shares will be equivalent to the after-tax distributions paid on Legacy units. The balance
of the purchase price will be paid in cash and will be funded from the net proceeds of secured, non-recourse loans.
The closing of the acquisition is expected to take place in December 2000 and is subject to several conditions,
including unitholder approval of the acquisition and the necessary amendments to the Legacy Declaration of Trust
to effect the transaction.
"Legacy believes that the resort sector has significant growth prospects," said Neil Labatte, President
and Chief Operating Officer of Legacy. "These two hotels provide Legacy with several benefits, including expansion
into the resort sector, a more diversified revenue base, high quality assets that will enhance Legacy's current
portfolio and an investment in major cities where Legacy does not have a presence." Fairmont will continue
to manage both The Empress and Le Château Frontenac under existing long term management agreements.
William Fatt, Chairman and Chief Executive Officer of CPH&R stated that, "Canadian Pacific Hotels has
owned these historic landmark hotels since they were built. This sale is consistent with CPH&R's objective
of realizing value from its hotel properties while retaining long-term hotel management contacts." Mr. Fatt
went on to say, "The exchangeable shares to be issued to CPH&R will increase its holding in Legacy beyond
the current 34%. We intend to pursue a secondary offering of Legacy units to reduce CPH&R's interest to current
levels."
Legacy will hold a Special Meeting of Unitholders on December 4, 2000 to seek approval for the purchase of the
two hotels and related matters. A management proxy circular containing full details of this transaction will be
mailed to unitholders in approximately two weeks.
Legacy's current portfolio consists of 19 luxury and first class hotels from coast to coast in Canada with 8,500
rooms. Fairmont manages the eight luxury hotels and Delta Hotels manages the 11 first class properties. Legacy's
Units trade on The Toronto Stock Exchange under the trading symbol "LGY.UN".
Canadian Pacific to Sell Two Canadian Resort Properties to Legacy REIT
Calgary - Canadian Pacific Limited announced today that its wholly owned subsidiary, Canadian Pacific Hotels &
Resorts Inc. has agreed to sell The Empress in Victoria, British Columbia and Le Château Frontenac in Quebec
City, Quebec to the Legacy Hotels Real Estate Investment Trust (Legacy REIT). The aggregate purchase price is $305
million of which $185 million is for Le Château Frontenac and $120 million is for The Empress. Details of
the transaction can be found in the Legacy REIT news release of October 31, 2000.
"With the sale of The Empress and Le Château Frontenac to the Legacy REIT we are able to realize the
value of some of our real estate assets while maintaining long-term management contracts at these premier properties,"
said David P. O'Brien, Chairman, President and CEO of Canadian Pacific Limited. "Over the past three years
we have significantly expanded our hotel business and will continue to look at opportunities to grow both within
North America and internationally," he added.
Calgary-based Canadian Pacific Limited is a diversified operating company active in transportation, energy and
hotels. The Canadian Pacific group of companies includes Canadian Pacific Railway, CP Ships, PanCanadian Petroleum,
Fording and Canadian Pacific Hotels & Resorts.
For further information
M. Jerry Patava, Executive Vice President and Chief Financial Officer, Tel: (416) 874-2450, E-mail: jerry.patava@fairmont.com
For more information on Canadian Pacific, please visit our corporate website www.cp.ca or contact: Media - Dawn Mitchell, (403) 218-8066, cell: (403) 813-6649
Investors - Sheila McIntosh, (403) 218-8060