Terms of the deal, announced Tuesday, Feb. 5, call for H&R Real Estate Investment Trust to buy Primaris' operating platform and 25 retail locations, with a group led by KingSett Capital Inc. and backed by the Ontario Pension Board and RioCan Real Estate Investment Trust set to buy 18 properties.

In return Primaris holders are entitled to either cash or H&R shares valued at about C$27.98 per Primaris share.

The compromise bid follows a contentious battle for control of Primaris. KingSett made a hostile C$26 cash bid in December for the REIT, which was followed by a Jan. 16 friendly merger agreement between Primaris and H&R that was valued at about C$27.05 per share.

In addition to the higher price, the revised agreement increases the amount of cash available to Primaris investors. The bid is subject to Primaris shareholder approval, with a special meeting scheduled for late March.

The deal includes a C$100 million breakup fee payable to H&R and KingSett under certain circumstances, including any unsolicited rival bids that Primaris deems superior. Primaris CEO John Morrison in a statement said that the tussle resulted in an improved deal for his shareholders.

"From the onset of our process we set out to deliver superior value for our unitholders," Morrison said. "The result of the two bidders for Primaris joining in this amended transaction has created an opportunity that provides a higher price than what was previously agreed upon."

Tom Hofstedter, CEO of Downsview, Ontario-based H&R, in a statement called the deal "a transformational transaction" that would make his company "Canada's largest and leading diversified real estate investment trust." Among the assets that H&R is set to acquire are nine properties in Alberta that Primaris announced plans to acquire late last week.

KingSett Capital managing partner Jon Love called the deal "a very good outcome for all involved."

Canaccord Genuity and Evercore Partners Inc. are advising an independent committee of Primaris' board, with McCarthy Tétrault LLP engaged as counsel to the independent committee and to Primaris and Cassels Brock & Blackwell LLP retained as counsel to Primaris.

KingSett Capital was advised by TD Securities Inc., CIBC World Markets Inc., Osler, Hoskin & Harcourt LLP and Bennett Jones LLP. Stikeman Elliott LLP and Fogler, Rubinoff LLP advised RioCan REIT, with Blake, Cassels & Graydon LLP serving as legal counsel to H&R.