- Circular outlines to Unitholders the compelling
reasons to vote FOR the Plan of Arrangement which if
successful will result in Unitholders receiving $11.75 per Unit in cash
- Offer represents a 63.2% premium to the
closing Unit price on September 15,
2020, the last trading day prior to the announcement of the
Strategic Review Process and a 16.3% premium to Cominar's
20-day volume-weighted average price per Unit
on the TSX for the period ending on October
22, 2021, the last trading day prior to the
announcement of the Arrangement.
- Following a comprehensive Strategic Review Process, the
Arrangement has unanimous support of both the Board of Trustees of
Cominar and the Special Committee, comprised of independent
trustees.
- Proxy voting deadline is 11:00
a.m. (Montréal time) on December 17,
2021
QUÉBEC CITY, Nov. 24, 2021 /CNW
Telbec/ - Cominar Real Estate Investment Trust ("Cominar" or
the "REIT") (TSX: CUF.UN) today announced that it has filed
and mailed a management information circular (the
"Circular") outlining the reasons that Cominar's unitholders
(the "Unitholders") should vote FOR the proposed
arrangement (the "Arrangement") pursuant to which a
consortium led by an affiliate of Canderel Management Inc.
("Canderel"), a leading Canadian developer and manager, and
including FrontFour Capital Group LLC ("FrontFour"), Artis
Real Estate Investment Trust ("Artis") and partnerships
managed by the Sandpiper Group ("Sandpiper"), with Koch Real
Estate Investments, LLC ("KREI") and Artis providing
preferred equity, would acquire Cominar's issued and outstanding
units (the "Units") for $11.75
per Unit in cash, providing certain compelling value and immediate
liquidity to Unitholders. In addition, under the Arrangement,
Groupe Mach Acquisition Inc. ("Mach") and Blackstone
(collectively with Mach, the "Arrangement Asset Purchasers")
would acquire certain assets of the REIT in off-take
transactions.
Among important matters, the Circular explains the structure and
rationale for the Arrangement and details the comprehensive process
and rigorous corporate governance practices that led to the
Arrangement.
Under the terms of the Arrangement, the consortium would acquire
all of the Units, except the Rollover Units (as defined in the
Circular) for $11.75 in cash per Unit
(the "Consideration"). For Unitholders, the Consideration
represents:
- a 63.2% premium to the $7.20
closing price of Units on the Toronto Stock Exchange (the
"TSX") on September 15, 2020,
the last trading day prior to the announcement of the Strategic
Review Process (as defined below);
- a 16.3% premium to the 20-day volume-weighted average price per
Unit for the period ending on October 22,
2021, the last trading day prior to the announcement of the
Arrangement;
- certainty of value and immediate liquidity at an attractive
price for Unitholders, removing the risks associated with the REIT
remaining a public entity in pursuit of its stand-alone plan or any
of the other strategic alternatives evaluated, alongside a sale of
the entire REIT, as part of Cominar's dual-track strategic review
process (the "Strategic Review Process"), which
included:
-
- the continuation of the status quo through the execution of
Cominar's long-term business plan;
- alternatives aimed at enhancing the status quo by enabling the
REIT to deleverage, increasing financial flexibility and
redeploying capital, namely by crystallizing the value of certain
assets or portfolios; and
- alternatives more structural in nature that would meaningfully
alter the business profile of the REIT with the objective of
surfacing value from Cominar's major asset classes, namely through
large divestitures, joint ventures or spin-offs; and
- the best and highest actionable proposal received as part of
the REIT's 13-month-long Strategic Review Process, as a result of
which, potentially interested parties were made aware of Cominar's
interest in pursuing a strategic transaction, and which saw a
significant number of financial and strategic counterparts
contacted directly.
Unitholders are urged to carefully review the Circular to
understand the numerous reasons to support the Arrangement and then
vote FOR the Arrangement prior to the proxy voting deadline
of 11:00 a.m. (Montréal time) on December 17, 2021. The Circular is available at
https://www.cominar.com/en/investors/publications/ and under
Cominar's profile on SEDAR at www.sedar.com.
The Arrangement follows an extensive 13-month-long Strategic
Review Process overseen by a special committee (the "Special
Committee") of the board of trustees (the "Board of
Trustees") made up of independent trustees, with the input of
financial and legal advisors. National Bank Financial Inc. and BMO
Nesbitt Burns Inc., the financial advisors to the REIT, provided
the Board of Trustees with separate opinions to the effect that, as
at October 24, 2021, the
Consideration to be received by Unitholders under the Arrangement
is fair, from a financial point of view, to such holders other than
Mach Capital Inc. ("Mach Capital"), an affiliate of Mach,
and the holders of Rollover Units (the "Rollover
Unitholders"), in each case based upon and subject to the
assumptions, limitations and qualifications contained therein.
Desjardins Securities Inc. also provided an independent valuation
and fairness opinion to the Special Committee and the Board of
Trustees, which determined that, as at October 24, 2021, based
upon and subject to the assumptions, limitations and qualifications
contained therein, (i) the fair market value of the Units ranged
from $11.00 to $12.50 per Unit; and (ii) the Consideration to be
received by Unitholders under the Arrangement is fair, from a
financial point of view, to such holders other than Mach Capital
and the Rollover Unitholders. Copies of the independent valuation
and fairness opinions are included in the Circular.
Furthermore, the Arrangement will provide significant benefits
to key stakeholders, including tenants, by leveraging the resources
of new ownership groups with deep Québec ties, significant real
estate expertise and access to ample capital to accelerate and
unlock opportunities for growth and development in the communities
where Cominar operates.
Unanimous Board Recommendation – Vote "FOR" the Arrangement
Resolution
The Board of Trustees, based in part on the unanimous
recommendation of the Special Committee and after receiving
external legal and financial advice, determined that the
Arrangement is in the best interests of the REIT and fair to the
Unitholders other than Mach Capital and the Rollover
Unitholders.
The Board of Trustees unanimously (with two trustees recusing
themselves from the deliberations due to interest or potential
interest in the Arrangement) recommends that the Unitholders vote
FOR the Arrangement.
The interim order with respect to the Arrangement was issued by
the Quebec Superior Court on November 19, 2021.
In addition, the Commissioner of Competition has issued a
"no-action" letter under the Competition Act in respect of the
transactions contemplated by the Arrangement, as well as the asset
purchase agreements with the Arrangement Asset Purchasers.
Cominar Unitholders as of the close of business
on November 10, 2021 (the "Record Date") are entitled
to receive notice of, and to vote at, the special meeting of
Unitholders to be virtually held on December
21, 2021 at 11:00 a.m. (Montréal time) (the
"Meeting"). Only persons shown on the register of
Unitholders at the close of business on that date, or their duly
appointed proxyholders, will be entitled to attend the Meeting and
vote on the Arrangement Resolution (as defined in the Circular).
Each Unit entitled to be voted at the Meeting will entitle the
holder thereof as the Record Date to one vote at the Meeting in
respect of the Arrangement Resolution. For the Arrangement to
proceed, the Arrangement Resolution must be approved by not less
than two-thirds of the votes cast at the Meeting by Unitholders
virtually present or represented by proxy and entitled to vote at
the Meeting.
To be counted at the Meeting, proxies must be received by the
REIT's transfer agent, Computershare Trust Company of Canada, at 100 University Avenue, 8th Floor,
Toronto, Ontario M5J 2Y1,
Attention: Investor Services, Fax: 1-866-249-7775, not later than
11:00 a.m. (Montréal time) on December
17, 2021 (or no later than 48 hours, excluding Saturdays,
Sundays and holidays, before any reconvened meeting if the Meeting
is adjourned or postponed).
If you hold Units as an objecting beneficial owner through an
intermediary such as a broker, investment dealer, bank, trust
company, trustee, clearing agency (such as CDS) or other nominee
holder, and received a voting instruction form from your
intermediary or Broadridge Financial Solutions, Inc., you should
follow the instructions provided to ensure your vote is counted at
the Meeting.
Unitholders who have any questions or need assistance in their
consideration of the Arrangement or with the completion and
delivery of their proxy, are urged to contact the REIT's strategic
unitholder advisor and proxy solicitation agent, Kingsdale
Advisors, who can be reached by toll-free telephone in North America at 1-855-682-2031, by collect
call outside North America at
416-867-2272, or by email at contactus@kingsdaleadvisors.com.
ABOUT COMINAR
Cominar is one of the largest diversified real estate
investment trusts in Canada and is
the largest commercial property owner in the Province of Québec.
Our portfolio consists of 310 high-quality office, retail and
industrial properties, totalling 35.7 million square feet
located in the Montreal, Québec
City and Ottawa areas. Cominar's
primary objective is to maximize total return to Unitholders by way
of tax-efficient distributions and maximizing the Cominar value
through the proactive management of our portfolio. For additional
information, please visit www.cominar.com.
ABOUT CANDEREL
Canderel is one of Canada's
largest privately held real estate companies. It was founded over
46 years ago by Jonathan Wener and
has since grown from its base in Montreal to seven offices across Canada. Canderel owns and manages a real
estate portfolio of more than 27 million square feet in
Canada's seven major markets –
Québec City, Montreal,
Ottawa, Toronto, Calgary, Edmonton and Vancouver. Its 650 real estate professionals
have executed more than $15 billion in acquisitions,
developments and management projects. For more information about
Canderel, please visit www.canderel.com.
ABOUT FRONTFOUR
FrontFour is a multi-strategy investment company based in
Greenwich, Connecticut. FrontFour
has a focus on value-oriented investments across both public and
private markets with significant experience within the broader real
estate sectors, including an accomplished track record in the
Canadian market.
ABOUT ARTIS
Artis is a diversified Canadian real estate investment trust
with a portfolio of industrial, office and retail properties in
Canada and the United States. Artis' vision is to build a
best-in-class asset management and investment platform focused on
growing net asset value per unit and distributions for investors
through value investing in real estate. For more information about
Artis, please visit www.artisreit.com.
ABOUT SANDPIPER
Sandpiper is a Vancouver-based
private equity firm focused on investing in real estate through
direct property investments and securities. For more information
about Sandpiper, visit www.sandpipergroup.ca.
ABOUT KREI
KREI is part of Koch Industries, one of the largest privately
held businesses in the United
States. KREI focuses its efforts on attractive risk-adjusted
capital deployment into real estate assets and operating companies.
KREI has an acute focus on best-in-class management teams and
flexible capital solutions which align interests to drive mutual
benefit with its partners. Since 2003, Koch companies have invested
nearly US$133 billion in growth and improvements. With a
presence in more than 70 countries, Koch companies employ 122,000
people worldwide. From January 2009
to present, Koch companies have earned more than 1,300 awards for
safety, environmental excellence, community stewardship,
innovation, and customer service.
ABOUT MACH
Mach Capital (www.machcapital.ca), an affiliate of Groupe Mach
Inc. (www.groupemach.com), is a closely held private equity firm.
Mach Capital does not have any limited partners nor are there any
exit strategies which condition its investment decisions. Mach
Capital's investment thesis is driven by working with founders and
their management teams to achieve sustainable profitability in the
best long-term interests of the company and its stakeholders.
With a portfolio of over 170 properties representing
approximately 30 million square feet and 10 million
square feet of land, Groupe Mach is one of the largest private real
estate owners and developers in Canada. Groupe Mach is currently developing
over 15 million square feet of space, including world-class
projects such as the Quartier des Lumières. Groupe Mach's real
estate holdings include some of Montreal's landmark buildings such as the Sun
Life Building, 1000 De La Gauchetière West, the CIBC Tower, Place
Victoria, Tour KPMG 600 De Maisonneuve West, as well as
numerous properties in Québec City and the Toronto area. Its integrated approach includes
real estate development, management, property services and
construction. In recent years, Groupe Mach has won numerous
national and international awards for its innovation in
sustainability, design and construction quality.
ABOUT BLACKSTONE REAL ESTATE
Blackstone is a global leader in real estate investing.
Blackstone's real estate business was founded in 1991 and has
US$230 billion of investor capital under management.
Blackstone is the largest owner of commercial real estate globally,
owning and operating assets across every major geography and
sector, including logistics, multifamily and single-family housing,
office, hospitality and retail. Its opportunistic funds seek to
acquire undermanaged, well-located assets across the world.
Blackstone's Core+ strategy comprises open-ended funds that invest
in substantially stabilized real estate assets globally and
Blackstone Real Estate Income Trust, Inc. (BREIT), a non-listed
REIT that invests in U.S. income-generating assets. Blackstone Real
Estate also operates one of the leading global real estate debt
businesses, providing comprehensive financing solutions across the
capital structure and risk spectrum, including management of
Blackstone Mortgage Trust (NYSE: BXMT).
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this news release are forward-looking
statements within the meaning of applicable securities laws,
including, but not limited to, statements with respect to the
rationale of the Special Committee and the Board of Trustees for
entering into the arrangement agreement, the expected benefits of
the Arrangement, the timing of various steps to be completed in
connection with the Arrangement, and other statements that are not
material facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking terminology such as
"may", "will", "expect", "believe", "estimate", "plan", "could",
"should", "would", "outlook", "forecast", "anticipate", "foresee",
"continue" or the negative of these terms or variations of them or
similar terminology.
Although the REIT believes that the forward-looking statements
in this news release are based on information and assumptions that
are current, reasonable and complete, these statements are by their
nature subject to a number of factors that could cause actual
results to differ materially from management's expectations and
plans as set forth in such forward-looking statements, including,
without limitation, the following factors, many of which are beyond
the REIT's control and the effects of which can be difficult to
predict: (a) the possibility that the proposed Arrangement will not
be completed on the terms and conditions, or on the timing,
currently contemplated, and that it may not be completed at all,
due to a failure to obtain or satisfy, in a timely manner or
otherwise, required Unitholder, court and regulatory approvals and
other conditions of closing necessary to complete the Arrangement
or for other reasons; (b) risks related to tax matters, including
as regards the amount of ordinary income to be distributed by the
REIT; (c) the possibility of adverse reactions or changes in
business relationships resulting from the announcement or
completion of the Arrangement; (d) risks relating to the REIT's
ability to retain and attract key personnel during the interim
period; (e) the possibility of litigation relating to the
Arrangement; (f) credit, market, currency, operational, liquidity
and funding risks generally and relating specifically to the
Arrangement, including changes in economic conditions, interest
rates or tax rates; (g) business, operational and financial risks
and uncertainties relating to the COVID-19 pandemic; and (h) other
risks inherent to the REIT's business and/or factors beyond its
control which could have a material adverse effect on the REIT or
the ability to consummate the Arrangement.
Readers are cautioned not to place undue reliance on the
forward-looking statements and information contained in this news
release. Cominar disclaims any obligation to update any
forward-looking statements contained herein, whether as a result of
new information, future events or otherwise, except as required by
law.
SOURCE COMINAR REAL ESTATE INVESTMENT TRUST