AIF Altus Group Limited

Altus Group Limited ("Altus") (TSX:AIF) today announced that it has entered into
a merger agreement pursuant to which Altus will acquire Realm Solutions Inc.
("Realm"), owner of ARGUS Software ("ARGUS") for aggregate consideration of
US$130 million. 


By combining ARGUS' market-leading real estate software products with its own
proprietary data stores, Altus will create a powerful new platform that will
offer clients value-added commercial real estate data and analytics.


"With this acquisition Altus will be in a position to deliver a valuable suite
of products and services to the commercial real estate sector offering a breadth
of insight, understanding and analytics unique in today's marketplace," said
Gary Yeoman, Chief Executive Officer of Altus. "In addition to the near-term
benefits anticipated with the addition of Realm's significant client base and
its sources of recurring revenue, the transaction is expected to accelerate the
evolution of Altus' valued investments in technology and the accumulation of
proprietary industry data into a resilient and dynamic growth platform." 


The acquisition is expected to:



--  Be immediately accretive to adjusted earnings and cash flow by providing
    Altus with ownership of a global brand leader in real estate software
    solutions, 4,600 new clients, and access to new sources of recurring
    revenue - all at a time when ARGUS is entering an accelerated period of
    growth on the strength of popular new product offerings; 
--  Further extend Altus' reach into the U.S. and overseas markets; and, 
--  Accelerate Altus' evolution into a global market leader in the
    provisioning of value-added commercial real estate data and analytics
    solutions including benchmarking, indices and risk analysis. 



"ARGUS is pleased to come together with Altus in a transaction that will offer
exciting new value and possibilities to our clients and employees alike," said
Mark Kingston, President and CEO of Realm. "This combination allows us to
integrate world class data, analytics, and market intelligence and, in turn,
further increase our ability to deliver that value right to our clients'
desktop, increasing transparency and efficiency for the real estate industry."


As part of the gradual transition of its business model toward an increased
emphasis on growth and value creation, Altus also announced that it expects its
quarterly dividend to be reduced from $0.30 per common share to $0.15 per common
share.


"This is the right transaction at the right time for Altus Group," continued
Yeoman. "With a clear focus on new growth potential, extracting value-added
synergies and a determined plan in place to reduce our level of debt, this
acquisition positions Altus Group for continued success in existing and new ways
for the future." 


About ARGUS

For over 25 years, ARGUS has been the leading global provider of software and
solutions for analysis and management of commercial real estate investments.
ARGUS products are the industry standard and provide a complete solution for
managing and growing a commercial real estate portfolio. More than 4,600 of the
real estate industry's leading owners, managers, financial institutions,
brokerages and REITs, in 45 countries and on five continents use ARGUS solutions
to improve the visibility and flow of information throughout their critical
business processes. These solutions include asset management, asset valuation,
portfolio management, budgeting, forecasting, reporting and lease management. As
the leading provider of real estate solutions, ARGUS has unique insight into the
needs and wants of its customers and works hard at providing up to date and
relevant solutions to its clients. This insight has resulted in a number of new
and exciting offerings, including ARGUS Enterprise, which are expected to
contribute to strong growth going forward. ARGUS Software generated revenue and
adjusted EBITDA(1) of US$24.7 million and US$8.6 million, respectively, for the
calendar year ended December 31, 2010.


On a pro forma basis, Altus Group would have generated $277.9 million in revenue
and $41.6 million in adjusted EBITDA in 2010(2), assuming the transaction was
completed January 1, 2010.


Financing

The US$130 million purchase price will be satisfied by US$80 million cash and
US$50 million principal amount of 6.0% convertible unsecured subordinated
debentures issued by Altus to certain of the shareholders of Realm (the
"Debentures"). Altus has received a commitment from its existing lending
syndicate to increase the total size of its credit facility to $170 million to
fund the cash consideration of the purchase price and transaction expenses. The
Debentures will mature in three years following the date of issue on closing of
the transaction. The Debentures will be convertible at each holder's option into
common shares of Altus at any time prior to maturity at a conversion price of
US$14.73 per share. If the Debentures remain outstanding beyond 18 months, under
certain circumstances the holders will have an option to convert to Altus common
shares at 95% of the 20-day volume weighted average price for the five-day
period in advance of such conversion, provided that until the debentures have
been outstanding for 24 months, such price is not less than US$13.59. The
Debentures may be redeemed, in whole or in part, at any time prior to maturity,
at Altus' option, at a price equal to the principal amount plus accrued and
unpaid interest.


Following the completion of the acquisition, Altus will also undertake a review
of the on-going strategic fit of its various business lines and may elect to
divest selected non-strategic operations.


Transaction Terms and Structure

The definitive agreement provides that Realm will merge with a newly formed
indirect subsidiary of Altus, with the combined entity surviving as an indirect
wholly-owned subsidiary of Altus. The agreement contains customary
representations and warranties and covenants of the vendors and Altus and under
certain circumstances, the vendors would be entitled to US$5 million if the
agreement were to terminate without the merger being effected. 


The closing of the merger is subject to the satisfaction of certain conditions,
including receipt of required regulatory approvals. Subject to the fulfillment
of these conditions, the transaction is expected to close in the second quarter
of 2011.


BMO Capital Markets acted as exclusive financial advisor to Altus. Goodmans LLP,
Hodgson Russ LLP acted as legal counsel to Altus. Wilkie, Farr & Gallagher LLP
acted as legal counsel to Realm. 


Conference Call Details

A presentation for the investment community with highlights of the transaction
will be available on Altus Group's website at: altusgrouplimited.com.


Altus will host an analyst conference call to discuss the transaction at 10:00
a.m. Eastern Daylight Time on April 12, 2011. Please dial 1-866-226-1793 (toll
free) or 416-340-2216 (GTA) to access the call. You will be required to identify
yourself and your organization. Please note that journalists will not be
permitted to ask questions after those of the analysts at the end of the call. A
recording of this call will be made available beginning at 11:30 a.m. EDT. To
access the recording, please call 1-800-408-3053 or 905-694-9541 (passcode:
4787323). The recording will also be available at altusgrouplimited.com.


1. ARGUS results converted to C$ from US$ at an average 2010 FX rate of C$1.0302/US$

2. A non-GAAP measure

About Altus Group Limited 

Altus is the leading multidisciplinary provider of independent real estate
consulting and professional advisory services worldwide. With a staff of over
1,700, Altus has a network of over 60 offices in 14 countries worldwide,
including Canada, UK, Australia, Asia and the United States. Altus operates four
interrelated Business Units, bringing years of expertise together into one
comprehensive platform: Research, Valuation and Advisory; Cost Consulting and
Project Management; Realty Tax Consulting and Geomatics services. Altus' clients
include banks, financial institutions, governments, pension funds, asset and
fund managers, developers and landlords and companies engaged in the oil and gas
industry.


Forward Looking Statements

Certain statements contained herein may constitute "forward-looking" statements,
which involve known and unknown risks, uncertainties and other factors, which
may cause the actual results, performance or achievements of Altus and its
subsidiary entities, to be materially different from any future results,
performance or achievements expressed or implied by such forward looking
statements. When used in this press release, such statements use words such as
"may", "will", "expect", "believe", "plan", "would", "could" and other similar
terminology. These statements are not guarantees of future performance and are
subject to numerous risks and uncertainties which could cause actual results to
differ materially from the forward-looking statements, including that the
transaction may not be effected or that it won't be effected on the terms
contemplated or that the result of the combination will not be as anticipated,
as well as those described in Altus' publicly filed documents, including the
Annual Information Form (which are available on SEDAR at www.sedar.com). Those
risks and uncertainties include: general state of the economy; dependence on oil
and gas sector; competition in the industry; ability to attract and retain
professionals; interest rate risk; currency risk; credit risk; ability to
maintain profitability and manage growth; revenue and cash flow volatility;
dependence on Canadian multi-residential market; integration of acquisitions;
protection of intellectual property; weather; fixed-price and contingency
engagements; performance of obligations / maintenance of client satisfaction;
appraisal mandates; customer concentration; restrictions on potential growth;
operating risks; risk of future legal proceedings; legislative and regulatory
changes; and, insurance limits. Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a prediction of
actual results. These statements reflect management's current expectations
regarding future events and operating performance and speak only as of the date
of this press release. Although the forward-looking statements contained in this
press release are based upon what management believes to be reasonable
assumptions, Altus cannot assure investors that actual results will be
consistent with these forward-looking statements. These forward-looking
statements are made as of the date of this press release and, except in
accordance with applicable law, Altus assumes no obligations to update or revise
them to reflect new events or circumstances. Additionally, Altus undertakes no
obligation to comment on analyses, expectations or statements made by third
parties in respect of Altus, its financial or operating results, or its
securities.

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