SOCIÉTÉ DE DÉVELOPPEMENT ALPHA (SDA) INC. TO ACQUIRE INVESTUS REAL ESTATE INC.

MONTREAL, June 1, 2011 /CNW/ -- 
MONTREAL, June 1, 2011 /CNW Telbec/ - Société de Développement Alpha
 (SDA) Inc. ("SDA"), an affiliate of Michel Dallaire and his family, and Investus Real Estate Inc. ("Investus") (TSXV:IVT) announced today
 that they have entered into an acquisition agreement pursuant to which
 SDA has agreed to acquire all of the outstanding common shares of
 Investus, by way of the amalgamation of a wholly owned subsidiary of
 SDA and Investus (the "Amalgamation"). Investus shareholders will
 ultimately receive, in exchange for each Investus common share held, $
 0.20 payable in cash by the amalgamated corporation. A special meeting
 of Investus shareholders to consider the Amalgamation is currently
 expected to occur on or about June 29, 2011. A proxy circular relating
 to the special meeting is expected to be mailed to Investus
 shareholders on or about June 3, 2011. Approval by at least 66 2/3% of
 Investus shareholders present in person or by proxy at the meeting will
 be required to proceed with the Amalgamation. In addition, the
 Amalgamation must be approved by the votes of the holders of a majority
 of the shares of Investus excluding those held by SDA and its
 affiliates, present in person or represented by proxy at the Investus
 shareholders meeting (the "Minority Shareholders").


The independent committee of Investus' Board of Directors that was
 established to consider the Amalgamation (the "Special Committee") has
 received from KPMG LLP, a fairness opinion (the "Opinion") dated June
 1, 2011. The Opinion states that as of such date, the consideration to
 be paid pursuant to the Amalgamation is fair from a financial point of
 view for the Minority Shareholders. After having taken into
 consideration the Opinion and other factors, the Special Committee
 recommended that the Board of Directors of Investus approve the
 Amalgamation.


The Board of Directors of Investus, excluding three directors who were
 required to abstain from voting, after receiving the recommendation of
 the Special Committee, has unanimously approved the transaction, and in
 doing so has determined that the consideration offered under the
 Amalgamation is fair to the Minority Shareholders and that the
 Amalgamation is in the best interest of Investus and the Minority
 Shareholders. The Board of Directors recommends that Investus
 shareholders vote in favour of the Amalgamation at the special meeting
 of shareholders. All directors and officers of Investus holding common
 shares of Investus have entered into lock-up agreements supporting the
 transaction.


The acquisition agreement between SDA and Investus contains customary
 provisions prohibiting Investus from soliciting any other acquisition
 proposal but allowing termination in certain circumstances, including
 receipt of an unsolicited bona fide acquisition proposal from a third
 party that the Investus Board of Directors, in the exercise of its
 fiduciary duties, and in accordance with the terms and conditions of
 the acquisition agreement, finds to be superior to the proposed
 transaction, subject to the reimbursement by Investus of SDA's
 expenses, up to an amount of $100,000. The acquisition agreement also
 contains closing conditions, including that Investus have net cash on
 hand of $600,000 on the Effective Date, that certain third party
 consents be obtained, that no more than 5% of Investus shareholders
 dissent to the Amalgamation and other customary closing conditions. 


SDA has undertaken to offer each of the four properties of Investus to
 Cominar Real Estate  Investment Trust for fair market value after
 completion of the Amalgamation.


Davies Ward Phillips and Vineberg LLP is acting as legal counsel to SDA
 and Stikeman Elliott LLP is acting as legal counsel to the Special
 Committee of Investus.


The TSX Venture Exchange has neither approved nor disapproved the
 contents of this news release. The TSX Venture Exchange does not accept
 responsibility for the adequacy or accuracy of this news release.


If approved by Investus shareholders, Investus expects the Amalgamation
 to be completed on or before June 30, 2011. There can be no assurance
 that the Amalgamation will be completed.


Forward-Looking Statements


--------------------------


This press release may contain forward looking statements and
 information within the meaning of applicable securities legislation.
 Although Investus believes that the anticipated future results,
 performance or achievements expressed or implied by the forward looking
 statements and information are based upon reasonable assumptions and
 expectations, the reader should not place undue reliance on forward
 looking statements and information because they involve known and
 unknown risks, uncertainties and other factors which may cause the
 actual results, performance or achievements of Investus to differ
 materially from anticipated future results, performance or achievement
 expressed or implied by such forward looking statements and
 information. Accordingly, Investus cannot  provide any assurance that
 its expectations will in fact occur and cautions that actual results
 may differ materially from those in the forward looking statements.
 Factors that could cause actual results to differ materially from those
 set forth in the forward looking statements and information include:
 general economic conditions; local real estate conditions including the
 development of properties in close proximity to Investus' properties;
 timely leasing of newly-developed properties and re-leasing of occupied
 square footage upon expiration; dependence on tenants' financial
 condition; the uncertainties of real estate development and acquisition
 activity; the ability to effectively integrate acquisitions; interest
 rates; availability of equity and debt financing; the impact of
 newly-adopted accounting principles on Investus' accounting policies and on period-to-period comparisons of financial
 results; and other risks and factors described from time to time in the
 documents filed by Investus with the securities regulators in Canada,
 including in its annual information form and management's discussion
 and analysis. Investus does not undertake any obligation to publicly
 update or revise any forward looking statements or information, whether
 as a result of new information, future events or otherwise, except as
 required by securities laws.



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p align="justify" Investus Real Estate Inc.: Serge Beaudet, President and Chief Executive  Officer, [phone]; Michel Paquet, Secretary, [phone]  x2225. /p 

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