FOR
IMMEDIATE RELEASE
Contact
Information:
Cedar
Shopping Centers, Inc.
Leo S.
Ullman, Chairman, CEO and President
(516)
944-4525
lsu@cedarshoppingcenters.com
Cedar
Announces Sale of Additional Stock to RioCan
Port
Washington, New York, February 2, 2010 - Cedar Shopping Centers, Inc.
(“NYSE:CDR) announced today that as a result of its underwritten public offering
of 7,500,000 shares of its common stock, RioCan Real Estate Investment Trust
(TSX: REI.UN) has agreed to purchase 1,250,000 additional shares of common stock
which, together with the 6,666,666 shares previously purchased by RioCan at
$6.00 per share and the warrant to purchase an additional 1,428,570 at $7.00 per
share, as previously announced, will result in an approximate 14.3% pro rata
percentage ownership of Cedar shares on a fully diluted basis. In
connection with Cedar’s previously announced transaction with RioCan, subject to
certain exceptions, RioCan contractually has the right to purchase its pro rata
interest, up to approximately 14.6% of any new shares of common stock proposed
to be sold by Cedar. The purchase price for the shares is the same as
the $6.60 per share net offering price in Cedar’s public offering, resulting in
proceeds to Cedar of approximately $8.25 million. The proceeds will
be used to repay amounts outstanding under Cedar’s secured revolving credit
facility for stabilized properties.
The
shares being offered to RioCan have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
Forward-Looking
Statements
Statements
made or incorporated by reference in this press release include certain
"forward-looking statements". Forward-looking statements include,
without limitation, statements containing the words "anticipates", "believes",
"expects", "intends", "future", and words of similar import which express the
Company's beliefs, expectations or intentions regarding future performance or
future events or trends. While forward-looking statements reflect good faith
beliefs, expectations, or intentions, they are not guarantees of future
performance and involve known and unknown risks, uncertainties and other
factors, which may cause actual results, performance or achievements to differ
materially from anticipated future results, performance or achievements
expressed or implied by such forward-looking statements as a result of factors
outside of the Company's control. Certain factors that might cause such
differences include, but are not limited to, the following: real estate
investment considerations, such as the effect of economic and other conditions
in general and in the Company's market areas in particular; the financial
viability of the Company's tenants (including an inability to pay rent, filing
for bankruptcy protection, closing stores and vacating the premises); the
continuing availability of acquisition, development and redevelopment
opportunities, on favorable terms; the availability of equity and debt capital
(including the availability of construction financing) in the public and private
markets; the availability of suitable joint venture partners and potential
purchasers of the Company's properties if offered for sale; changes in interest
rates; the fact that returns from acquisition, development and redevelopment
activities may not be at expected levels or at expected times; risks inherent in
ongoing development and redevelopment projects including, but not limited to,
cost overruns resulting from weather delays, changes in the nature and scope of
development and redevelopment efforts, changes in governmental regulations
relating thereto, and market factors involved in the pricing of material and
labor; the need to renew leases or re-let space upon the expiration
or
termination
of current leases and incur applicable required replacement costs; and the
financial flexibility to repay or refinance debt obligations when due and to
fund tenant improvements and capital expenditures.