Cadillac Fairview Corp. Adopts Shareholder Rights Plan.

TORONTO--(BUSINESS WIRE)--April 6, 1999--Cadillac Fairview Corp. (TSE:CDF.) (NYSE:CDF) Tuesday announced that its board of directors has adopted a shareholder rights plan to ensure that all shareholders are treated fairly in any transaction involving a change in control of the corporation.

This rights plan addresses the corporation's concerns that existing Canadian securities legislation does not allow sufficient time, if a take-over bid were made, for either the board of directors or the shareholders to properly consider a takeover bid, or for the board of directors to seek alternatives to such a bid.

In such circumstances, this rights plan would provide shareholders with more time to fully consider any unsolicited takeover bid and would allow the board of directors to pursue other alternatives, if appropriate, to enhance shareholder value. In addition, the rights plan prevents "creeping take-over" through normal course purchases or private transactions.

The rights plan was not adopted in response to any specific proposal to acquire control of the corporation and the corporation is not aware of any such proposal.

The rights plan was adopted by the board on the advice and recommendation of a special committee that was formed by the board to consider the adoption of a rights plan and its terms and conditions. The special committee retained TD Securities Inc. as its financial adviser who, along with the corporation's adviser ScotiaMcLeod Inc., recommended adoption of the rights plan for the corporation.

Shareholder approval for the rights plan will be sought at a special meeting of shareholders to be held within six months. If approved, the rights plan would be in effect until the close of the first annual shareholders' meeting occurring after April 5, 2002.

The rights issued under the Plan become exercisable only when a person, including any party related to it, or acting jointly with it, acquires or announces its intention to acquire 20 percent or more of Cadillac Fairview's outstanding common shares without complying with the "Permitted Bid" provisions or without approval of the board of directors.

The rights plan includes grandfathering provisions for shareholders who currently hold more than 20 percent of the outstanding common shares together with provisions which prevent further purchases by any grandfathered person. Should a non-permitted acquisition occur, each right would entitle a holder, other than the acquiring person and persons related to it, or acting jointly with it, to purchase common shares of Cadillac Fairview at a 50 percent discount to the then-existing market price.

A permitted bid is a bid made to all shareholders for all outstanding common shares that is open for at least 60 days. If at the end of 60 days at least 50 percent of the outstanding shares, other than those owned by the offeror and certain related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender.

The permitted bid provisions provide shareholders with more time to consider a takeover bid and any other options that may be available and the board of directors with more time to consider alternatives and to make recommendations to shareholders.

Cadillac Fairview is one of the largest owners, managers and developers of commercial real estate in North America, focusing on high-quality retail centers in Canada and the United States, and office properties in major Canadian cities.

The company owns interests in or manages 104 properties amounting to approximately 51 million square feet in Canada and the United States, including some of Canada's landmark properties such as Toronto Eaton Centre and Toronto-Dominion Centre in Toronto, Pacific Centre in Vancouver and Montreal Eaton Centre in Montreal.