Onex Real Estate to Partner to Acquire The Town and Country Trust

Business Wire, Dec 19, 2005

TORONTO -- Onex Corporation (TSX:OCX.SV):

All Amounts in Canadian Dollars Unless Otherwise Stated

Onex Corporation (TSX:OCX.SV) announced today that a joint venture investment vehicle formed by affiliates of Onex Real Estate and Morgan Stanley Real Estate has entered into a definitive agreement to acquire The Town and Country Trust (NYSE:TCT) in an all-cash transaction totaling approximately $1.5 billion, including the assumption of debt. TCT is a multifamily real estate investment trust that owns and operates 39

apartment communities with 13,330 apartment homes in the Mid-Atlantic states and Florida.

Under the terms of the agreement, Onex Real Estate and Morgan Stanley Real Estate will acquire all of TCT's common shares for $39.20 per share in cash. Holders of limited partnership units in TCT's operating partnership will also be entitled to receive $39.20 per unit in cash. The per share purchase price represents a 13.8% premium over TCT's closing price this afternoon and a 16.5% premium over the 60-day average closing price. Completion of the transaction, which is expected to occur during the first quarter of 2006, is subject to approval by two-thirds of TCT's common shareholders and certain other customary closing conditions. The transaction has been unanimously approved by TCT's Board of Trustees. In addition, certain entities controlled by the Lerner family, together with executive officers and directors of TCT, who collectively own approximately 9% of the outstanding shares of TCT and 96% of the outstanding limited partnership units in TCT's operating partnership, have entered into a voting agreement in favor of the transaction.

Onex Real Estate was formed by Onex in January 2005 to invest in real estate assets in North America and has available capital commitments of approximately $240 million. The final capital structure for the transaction will be determined, and the amount to be invested by Onex Real Estate will be fixed, prior to the closing of the transaction.

Onex Corporation is a diversified company with annual consolidated revenues of approximately $16 billion and consolidated assets of approximately $14 billion. Onex is one of Canada's largest companies with global operations in service, manufacturing and technology industries. Its operating companies include Celestica Inc., Spirit AeroSystems, Inc., Emergency Medical Services Corporation, ClientLogic Corporation, Cineplex Entertainment Limited Partnership, J.L. French Automotive Castings, Inc., Res-Care, Inc., Cosmetic Essence, Inc., Center for Diagnostic Imaging, Inc. and Radian Communication Services Corporation. Onex shares trade on the Toronto Stock Exchange under the stock symbol OCX.SV.

For more information on Onex, visit its Web site at www.onex.com.

Onex's security filings also can be accessed at www.sedar.com.