Aegis holdings comprise 28 community shopping centers in 15states with more than 3.1 million sf of leasable space. Under theterms of the deal, PECO will pay $11.52 per share for Aegis commonstock. The transaction marks a major hurdle in a yearlong marketingeffort by Aegis and its financial advisor, RBC Capital Markets, tosell the REIT and its assets.

"After an extensive process and a careful evaluation of thealternatives generated by the RBC engagement, we believe thistransaction will provide our shareholders with the best combinationof value and liquidity," says Stuart J. Boesky, chairman, CEO andpresident of Aegis.

Included in the $170.2 million figure is the assumption of $68.4million of Aegis' debt and $101.8 million for the purchase of theREIT's common stock and the operating partnership units of AegisRealty Operating Partnership LP. PECO will pay the merger in cashusing a combination of equity and debt.