$1.4-billiondeal

"We will do everything to fulfill our fiduciary duty to unitholders," David Dinniwell, executive vice president and CFO for theToronto-based IPC US REIT, stresses to GlobeSt.com. "It's ourobligation and responsibility to unit holders to get the best dealfor them. That said, we do believe this deal represents a fairvalue for unit holders."

Dinniwell says the REIT's advisers RBC Capital Markets and Bancof America Securities Canada Co. will continue to scout for buyersand field calls until the final bell rings Sept. 30. "We're notprecluded in any way from talking to people," he says. And the$6-million break fee is "low," he adds. However, he does point outthat an exhaustive search was conducted prior to inking thedefinitive agreement with Behringer Harvard REIT I for the lock,stock and barrel buy of a 9.6-million-sf, 35-asset office portfolioin 13 states. An October-November closing is planned.