Gazit America Announces Consideration of $7.65 Per Share Under Proposed Arrangement

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

TORONTO, July 24, 2012 /CNW/ - Gazit America Inc. ("Gazit America") (TSX: GAA) announced today that the amount of the cash payment and the fraction of a common share of First Capital Realty Inc. ("First Capital") payable pursuant to the arrangement (the "Arrangement") involving Gazit America, Gazit-Globe Ltd. ("Gazit-Globe") and First Capital has been determined, in accordance with the terms of the arrangement agreement between the parties dated June 20, 2012, to be $3.31 and 0.2343 of a First Capital common share, respectively, for each common share of Gazit America not already beneficially owned by Gazit-Globe.

The aggregate value of the cash consideration and the share consideration is $7.65, based on the $18.53 closing trading price of the First Capital common shares on the TSX today.  This represents a premium of 53% and 56%, respectively, to the closing price and 20 trading-day volume-weighted average share price, respectively, of the common shares of Gazit America on May 3, 2012, the date prior to the announcement that the parties had entered into negotiations with respect to this transaction.

Brookfield Financial Corp. has advised that, subject to certain limitations and qualifications, the consideration offered to the common shareholders of Gazit America (other than Gazit-Globe and its affiliates) is fair, from a financial point of view, as of the date hereof.  The Board of Directors of Gazit America has accordingly reaffirmed its recommendation that shareholders vote in favour of the resolution to approve the Arrangement.

Shareholders are encouraged to review the management information circular of Gazit America, dated June 27, 2012, which provides a detailed discussion of the Arrangement, as well as the reasons behind the Board of Directors' recommendation.  A copy of the circular is available on SEDAR at www.sedar.com under Gazit America's profile. Completion of the Arrangement is subject to the approval of the shareholders, including a majority of the minority shareholders, of Gazit America at the annual and special meeting of shareholders scheduled for August 2, 2012.  The closing of the Arrangement is also subject to court approval and regulatory approval.

Shareholders who have questions or require any additional information in order to vote their common shares of Gazit America should contact their professional advisors or Laurel Hill Advisory Group, Gazit America's proxy solicitation agent, toll-free at 1-877-452-7184, locally at [phone] or by email at [email protected].

ABOUT GAZIT AMERICA (TSX: GAA)

Gazit America currently has interests in thirteen properties totaling approximately 930,000 square feet (representing Gazit America's proportionate interest) of rentable space located in Longueuil and Montreal, Quebec, Cambridge, London, Mississauga, Toronto, Kitchener and Ottawa, Ontario, and Edmonton and Calgary, Alberta. In addition, the company owns approximately 12.4% of Equity One (NYSE: EQY), a U.S. real estate investment trust.

Forward-Looking Statements

This press release contains forward-looking statements and information within the meaning of applicable securities law. Forward-looking statements can be identified by the expressions "expects", "estimates", "will" and similar expressions. The forward-looking statements are not historical facts but reflect the current expectations of Gazit America regarding future results or events and are based on information currently available to management of Gazit America.

Management of Gazit America believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, management can give no assurance that the actual results or developments will be consistent with these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Factors that could cause actual results or events to differ materially from those expressed, implied or projected by forward-looking statements include, but are not limited to, risks associated with satisfying approvals and other conditions for the proposed transaction, share price volatility for First Capital and general economic conditions. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Gazit America undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by applicable securities law.

All forward-looking statements in this press release are made as of the date hereof and are qualified by these cautionary statements.

SOURCE: Gazit America Inc.

Gail C. Mifsud, CEO
Gazit America Inc.
109 Atlantic Avenue, Suite 303
Toronto, Ontario, Canada M6K 1X4
Tel: [phone]
Fax: [phone]
www.gazitamerica.com