After a year and a half of maneuvering, the great Canadian real estate takeover is nearing its climax. The fight has aroused considerable interest because it involves two of the country's largest property companies and because it involves the country's best-known development families, the Bronfmans and the Reichmanns.
Olympia & York Developments Ltd., the largest privately held real estate company, is completing arrangements to acquire English Property Corp., Britain's third largest real estate company, which in turn has substantial holdings in Trizec Corp. Ltd., Canada's second largest public real estate company. O&Y is the personal fiefdom of Paul, Albert and Ralph Reichmann, the Rothschilds of Canadian realty. Vienneses refugees who arrived in Toronto in 1955 via Tangier, the brothers are intensely private businessmen who refuse to discuss their operations.
The Reichmann empire is said to be now worth approximately $1.5 billion. The company's best known development is First Canadian Place, a 72-story skyscraper in the heart of Toronto's financial district. It owns more than 100 office and industrial buildings in that city and others in western Canada.
As the Canadian market became overbuilt, the Reichmanns decided that buying was easier than building. Two years ago O&Y startled the real estate industry by paying $350 million for nine Manhattan skyscrapers at a time when the city was in financial peril and businesses were leaving. Paul Reichmann reasoned at the time, "We (Canadians) have more confidence in the United States than the average American." O&Y is said to have bought three more New York buildings in the interim by rolling over its original investments.
O&Y made a $157 million bid in February for control of English Property Corp. of London. At last report it had proxies for 74 percent of the stock at $1.44 (Canadian) a share with no other contenders in sight. A Canadian magazine suggests the deal may be wrapped up in six weeks, but as usual O&Y is not talking.
Twice before a Dutch property company, Wereldhave, had topped its offers. The Dutch bid was supported by the Bronfman brothers, as a means of thwarting their rivals, the Reichmann brothers. Scions of the whiskey family (their Uncle Sam founded Seagram's), Edward and Peter Bronfman hold an effective controlling interest in Trizec through their family trust, which controls Carena Bancorp Holdings Inc. (Another branch of the Bronfman family has sizeable holdings in Cadillac Fairview, Canada's largest publicly owned real estate company.)
Carena Bancorp in turn holds a majority interest (50.1 percent) in Carena Properties, Inc. which owns 58 percent of Trizec. English Property Corp. (EPC) owns 49.9 percent of Carena Properties besides 21 percent of Trizec directly.
Though acquisition of EPC by Olymmpia & York would not have meant control of Trizec by the Reichmanns, it could have put a thorn in the Bronfmans' side. At one point Carena Bancorp even threatened to bid on Trizec itself to outmaneuver O&Y. Faced with a price war if the bidding continued, the Bronfmans, and the Reichmanns struck a deal.
According to Mclean's magazine, negotiations continued for several days in mid-March, culminating in a midnight comprehensive agreement. This calls for Olympia & York to take control of English Property. EPC voluntarily gave up some of its Trizec shares in exchange for cash. The Reichmanns will be able to appoint four of Trizec's 17-member board, but the Bronfmans retain control of the other seats as well as management and operating style. To avoid conflicts of interest, Trizec and O&Y also each agreed not to begin a major development in a city where the other has a partially leased building.
The Reichmanns will share equally in the profits with the Bronfmans from Trizec's portfolio. The company's assets were $923 million in 1978. Its star development is the restored Place Ville-Marie in Montreal. In addition Trizec owns a shopping center in Toronto, Peachtree Center in Atlanta, three office buildings in Detroit and seven in Los Angeles, a mobile home park company in Denver and other interests in Florida and Kansas. Real estate analyst Ira Gluskin summed up the deal, "I always though those Bronfmans were smart, but it turns out the Reichmanns were smarter."
Former Canadian analyst Michael Gordon, who is now a Los Angeles developer, commented, "Trizec has a superb portfolio of superb properties. It is the kind of portfolio that would take years to duplicate. Olypmia & York is getting it for well below what it would cost to duplicate those assets." He added the impact of the move on the Canadian real estate market would be insignificant because each company controls such a small share of the total market.
As it stands, the Reichmanns do not now have the power to take over Trizec or merge it into O&Y. Theirs is a passive interest. But as one executive close to the scene admitted, "No one believes they'll be content with that role forever." Given the Reichmanns' business genius and propensity for secrecy, the executive added he would not rule out the possibility that the brothers would in the future try to buy up Trizec's shares and turn Canada's largest real estate corporation into a private company.