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ROCKVILLE, MD-An impending $328-million deal will result in the merger of Criimi Mae Inc. with Caisse de dépôt et placement du Québec, a subsidiary CDP Capital-Financing Inc. The board of directors of the locally headquartered commercial mortgage company, which operates as a REIT, has committed to being acquired by Canada’s CDP Capital in exchange for a cash payout of $20 per-share of outstanding common stock. Approximately 16.4 million shares are at issue in the transaction.

“This is part of a process that began in early 2005 when the board decided to evaluate various strategic alternatives, including a possible sale of the company, to maximize shareholder value,” says Robert E. Woods, chairman of Criimi Mae’s Special Committee. “Citigroup Global Markets, the Special Committee’s financial advisor, contacted many interested potential bidders and assisted the Special Committee throughout the process. The Special Committee unanimously recommended this transaction to the full board as in the best interest of Criimi Mae’s shareholders.” CWCapital Investments served as advisor to CDP Capital on the transaction.

As part of the agreement, Criimi Mae has the option–until Dec. 1–to pursue other acquisition proposals and to exit the CDP Capital merger agreement, which would result in a monetary penalty fee of $8 million plus additional fees. If all goes as planned, however, the merger is scheduled to reach completion sometime during the first quarter of 2006, according to a company statement.

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