ARTICLES
Bentall family to sell 20% of Bentall Corp. to Caisse
$110-million deal
Jacqueline Thorpe
Financial Post, with files from the Vancouver Sun
January 15, 2001

The Bentall family has agreed sell its 20% stake in Bentall Corp. to a subsidiary of the Caisse de dépôt et placement du Québec for about $110-million in a deal that would take the company private and continue the consolidation that has swept the real estate sector.

The deal, which has yet to be completed, would also spell the end of the Bentall family's long and illustrious career in West Coast property development.

Separately, Vancouver-based Bentall Corp. plans to sell five of its U.S. office properties with a market value of about US$560-million, to strengthen its balance sheet and recycle capital into its development program, the company said.

"This continues a trend in the real estate group," Frank Mayer, senior real estate analyst at HSBC Securities said. "We've seen a number of companies gobbled up in recent months."

The companies announced they were in discussions regarding a possible privatization late Friday in response to rumours that pushed up Bentall shares 40¢ to $18.40.

Under the deal, SITQ Immobilier, a subsidiary of the Caisse de dépôt, is offering to take the company private at a price of $20 a share.

Bentree Holdings Ltd., owned by Robert Bentall, Howard Bentall -- sons of the late Charles Bentall, who started the family construction company at the beginning of the last century -- and the Worster family, have agreed in principle to sell their approximately 5.6 million shares to SITQ. SITQ already owns 52% of Bentall common shares and it will have to pay about $270-million to take the company private, including the Bentall family stake.

Mark Shuparski, president and chief executive of Bentall, said yesterday Bentall's board of directors has established an independent committee to review the proposal.

"The committee will review the offer and recommend to the balance of the shareholders ... whether that is an acceptable offer or not," Mr. Shuparski said. The news release said there was no assurance a deal would go through.

The five assets put up for sale include two in Seattle and three in southern California, and comprise a total of 1.7 million square feet.

"Our major focus has been Seattle and we still have extensive holdings there," Mr. Shuparski said. "In California, the company has been there since 1982 and we really could never develop a major position there and we have decided to reinvest elsewhere."

He said the property sale was not related to the privatization transaction.

Last year, the Ontario Teachers Pension Plan Board bought the 78% of Cadillac Fairview Corp. it did not already own for $2.3-billion and Ivanhoe Inc., the commercial property arm of the Caisse de dépôt, moved to buy the remaining shares of Cambridge Shopping Centres Ltd.

"The interesting thing on this one is whether the market will accept the $20 bid," Mr. Mayer said, adding the offer looked slightly low, valued on the company's assets. He said, however, that with SITQ already having a lock on 72% of the shares, another bidder was unlikely.

The roots of the Bentall construction empire go back to Charles Bentall, an English steel engineer who founded the Dominion Construction Co. in 1917. Charles designed what was then the tallest building in the British Empire, the 19-storey World Tower, later renamed the Sun Tower. He also built the art deco Capitol Theatre and the domed roof of the old Vancouver courthouse.

Clark Bentall, who died in 1999, took over the company with his brother Robert in 1955 and the company began to flourish. The company's flagship property is the four-tower Bentall Centre in the heart of downtown Vancouver. Built in the late 1960s and early 1970s, it was one of the first modern complexes in Western Canada and made Bentall a household name.

Other projects included the massive B.C. Hydro building, one of the first highrises in Vancouver, the Rogers Sugar Refinery, the B.C. Pavilion at Expo '86 and the MacMillian Bloedel Research Centre.

In 1980, Dominion Construction was renamed the Bentall Group. Eight years later the family parted ways. Clark Bentall and his family took over Dominion Construction and his brothers, Robert and Howard, formed Bentree Holdings.
jthorpe@nationalpost.com