Sizeler Sale Disputed

The letter from Mercury Real Estate Advisors, included in an SEC filing by Sizeler, says that Mercury is "outraged" by the proposed sale. It contends that Sizeler is worth more than the $15.10 per share and objects too that "the buyer is a close affiliate of Mark Tanz, the chairman of the board of directors of Sizeler."

Officials of Sizeler, which owns 15 shopping centers and 15 apartment complexes in Louisiana, Florida and Alabama, could not be reached for comment on the opposition to the sale by the two investment groups. Executives at locally based Sizeler announced in January that they had retained Wachovia Capital Markets LLC as a financial adviser to consider strategic alternatives that included a possible sale of the company "in our efforts to maximize shareholder value."

The Opportunity Partners letter says that the group believes that the liquidation value of Sizeler's real estate portfolio "is significantly higher than $15.10 per share." It points out that eight days before the Aug. 8 announcement, Sizeler's stock closed at more than $16 per share and "continued to trade well above $15.10 per share" right up until the Revenue Properties offer. It calls the proposed sale a "takeunder offer."

The Opportunity Partners letter says that it plans to solicit proxies to oppose the proposed transaction and to propose "anorderly liquidation of Sizeler as the best way to maximize shareholder value for all shareholders, not just Revenue Properties." In addition, Opportunity Partners is "seriously contemplating making an offer for Sizeler in excess of $15.10 and filing a lawsuit to prevent the proposed transaction from being consummated," the letter says.

Mercury and Opportunity Partners both object that Tanz is, as Mercury says, "the former controlling shareholder of Revenue Properties, a current shareholder of Revenue Properties, and was until very recently a member of the board of directors of Revenue Properties." Mercury demands that Sizeler "terminate all current discussions and agreements, including the exclusivity agreement, with Revenue Properties immediately."

Sizeler's board has approved a letter of intent with Revenue Properties, with the proposed transaction subject to the execution of a definitive merger agreement before Aug. 17, 2006. In addition, the closing would be subject to approval by Sizeler's stockholders and other customary closing conditions.