CALGARY, Dec. 9 /CNW/ - Mainstreet Equity Corp. (the "Corporation")
(TSX:MEQ) announces today its intention to make a substantial issuer bid (the
"Offer") pursuant to which the Corporation will offer to purchase for
cancellation up to 4,000,000 of its outstanding common shares ("Common
Shares") from shareholders ("Shareholders") at a price of $6.25 per Common
Share or an aggregate amount of up to $25,000,000, being a premium of
approximately 30% to the closing price of the Common Shares on the Toronto
Stock Exchange on December 9, 2008. If more than 4,000,000 Common Shares are
tendered to the Offer, Mainstreet will purchase the Common Shares on a pro
rata basis according to the number of Common Shares deposited, or deemed to be
deposited under the terms of the Offer, by the depositing Shareholders with
fractions rounded to the nearest whole Common Share. The Offer is not
conditional on any minimum number of Common Shares being deposited. The
purchase of Common Shares will be financed from existing cash and, to the
extent required, proceeds from mortgage financing on real estate properties
wholly-owned by the Corporation.
    As of the date hereof, there are 13,873,473 Common Shares outstanding
and, accordingly, the Offer is for up to approximately 28.8% of the
outstanding Common Shares on a non-diluted basis or 28.2% of the Common Shares
on a fully diluted basis. The Offer is subject to various conditions typical
of transactions of this nature, including obtaining any regulatory exemption
rulings that may be required. It is anticipated that the offer to purchase and
issuer bid circular and other related documents (the "Offer Documents"),
containing the terms of the Offer and the instructions for tendering Common
Shares, will be mailed to Shareholders and filed with applicable securities
regulators on or about December 15, 2008. The Offer will remain open for
acceptance for at least 35 days after the date of commencement, unless
withdrawn or extended by the Corporation.
    The board of directors of the Corporation (the "Board") believe that the
purchase of Common Shares under the Offer represents an effective and
desirable use of the Corporation's available resources given the current
trading price of the Common Shares on the Toronto Stock Exchange and is in the
best interest of the Shareholders.
    National Bank Financial, Inc. has provided an opinion to the Board that:
(i) there is a liquid market, as such term is defined in Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions, for the Common Shares at the date hereof; and (ii) it is
reasonable to conclude that, following the completion of the Offer, there will
be a market for Shareholders who do not tender to the Offer that is not
materially less liquid than the market for Common Shares that exists at the
time of making the Offer.
    Desjardins Securities Inc. ("Desjardins") has been engaged by the
Corporation to act as the financial advisor in respect of the Offer to the
Corporation. In addition, Desjardins has agreed to act as dealer manager under
the Offer to solicit Common Shares from Shareholders.
    The Corporation is also please to announce that it has completed its
normal course issuer bid ("NCIB") announced on July 30, 2008. Pursuant to the
NCIB, the Corporation has purchased an aggregate of 700,000 Common Shares, the
maximum amount of Common Shares allowed to be purchased under the NCIB, at a
price range of $4.50 to $12.43 per Common Share.
    Neither the Corporation nor its Board of Directors makes any
recommendation to Shareholders as to whether to tender or refrain from
tendering their Common Shares to the Offer. Shareholders are strongly
encouraged to review the Offer Documents carefully and to consult with their
financial and tax advisors prior to making any decision with respect to the
Offer.Forward-Looking InformationCertain statements contained in this release constitute forward-looking
information. These statements relate to future events or the Corporation's
future performance. The use of any of the words "could", "expect", "believe",
"will", "projected", "estimated" and similar expressions and statements
relating to matters that are not historical facts are intended to identify
forward-looking information and are based on the Corporation's current belief
or assumptions as to the outcome and timing of such future events. Actual
future results may differ materially. In particular, this release contains
forward-looking information relating to: the intention of the Corporation to
commence the Offer and mail the Offer Documents to shareholders on or about
December 15, 2008; the methods of financing for the Offer; and the
Corporation's belief that the purchase of Common Shares under the Offer
represents an effective and desirable use of the Corporation's available
resources given the current trading price of the Common Shares on the Toronto
Stock Exchange and is in the best interest of the Shareholders. Various
assumptions or factors are typically applied in drawing conclusions or making
the forecasts or projections set out in forward-looking information. Those
assumptions and factors are based on information currently available to
Mainstreet, including information obtained from third-party industry analysts
and other third party sources. The material factors and assumptions include:
the Corporation being able to obtain any necessary regulatory exemptions that
may be acquired, the fact that the Corporation will be able to obtain
financing in the future; current and historical results of operations and
performance; and no significant event occurring outside the ordinary course of
business such as a natural disaster or other calamity. Factors that could
cause actual results or outcomes to differ materially from the results
expressed or implied by forward-looking information include, among other
things: general economic and business conditions; interest rate fluctuations;
increased vacancy rates and decreased rental income cash flow; changes in
competition; fluctuating energy and utility costs; credit risks; volatility in
the market price of the Common Shares; the results of the Offer; the inability
to obtain financing; the loss of key personnel; the extent to which the
holders of Common Shares determine to tender their Common Shares to the Offer;
and changes in the government regulation. Mainstreet cautions the reader that
the above list of risk factors is not exhaustive. Other factors which could
cause actual results, performance or achievements of Mainstreet to differ
materially from those contemplated (whether expressly or by implication) in
the forward-looking information are disclosed in Mainstreet's publicly filed
documents, including but without limitation, the Corporation's most recent
annual information form and management's discussion and analysis. The
forward-looking information contained in this release is made as of the date
hereof and Mainstreet is not obligated to update or revise any forward-looking
information, whether as a result of new information, future events or
otherwise, except as required by applicable laws. Because of the risks,
uncertainties and assumptions contained herein, investors should not place
undue reliance on forward-looking information. The foregoing statements
expressly qualify any forward-looking information contained herein.