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Agellan Commercial Real Estate Investment Trust Obtains Interim Order for Plan of Arrangement and Announces Special Meeting of Unitholders
[December 06, 2018]

Agellan Commercial Real Estate Investment Trust Obtains Interim Order for Plan of Arrangement and Announces Special Meeting of Unitholders


Agellan Commercial Real Estate Investment Trust (the "REIT") (TSX: ACR.UN) is pleased to announce that today it obtained an interim order (the "Interim Order") from the Ontario Superior Court of Justice (Commercial List) providing for, among other things, the holding of a special meeting (the "Meeting") of the holders of trust units and special voting units of the REIT ("Unitholders"). At the Meeting, Unitholders will be asked to approve the previously announced arrangement under the Business Corporations Act (Ontario) and the Trustee Act (Ontario) with, among others, Elad Genesis Limited Partnership ("El-Ad"), an affiliate of El-Ad Group, Ltd., pursuant to which El-Ad or one of its affiliates will acquire all of the outstanding trust units of the REIT for C$14.25 in cash per trust unit, other than trust units already owned by El-Ad or its affiliates (the "Transaction"). The Transaction values the REIT at approximately C$680 million, including the REIT's net debt.

Board Recommendation

The Transaction has the unanimous support of a special committee of independent trustees of the REIT (the "Special Committee") as well as the board of trustees of the REIT (the "Board"). The Board, after receiving financial and legal advice and following receipt of the unanimous recommendation of the Special Committee, has unanimously determined that the Transaction is in the best interests of the REIT and Unitholders and recommends that Unitholders vote in favour of the Transaction. Mr. Rafael Lazer, Chief Executive Officer of Elad Canada Inc., an affiliate of El-Ad, recused himself from consideration of and voting on the Transaction.

Desjardins Securities Inc. ("Desjardins") has provided a fairness opinion to the Special Committee, and each of RBC Dominion Securities Inc. and Wells Fargo (News - Alert) Securities, LLC has provided a fairness opinion to the Board, stating that, in its opinion, subject to the assumptions, limitations and qualifications contained therein, as of the date of the opinion, the consideration to be received by holders of trust units of the REIT (other than El-Ad and its affiliates) pursuant to the Transaction is fair, from a financial point of view, to such Unitholders (collectively, the "Fairness Opinions"). Desjardins has also provided a formal valuation of the trust units of the REIT in accordance with the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (the "Formal Valuation").

Unitholder Meeting

In accordance with the Interim Order, the Meeting is to be held at 10:00 a.m. (Toronto time) on January 10, 2019 at the offices of Torys LLP, 79 Wellington Street West, 33rd Floor, TD South Tower, Toronto, Ontario M5K 1N2. The record date for determining the Unitholder entitled to receive notice of, and to vote at, the Meeting, or any adjournment or postponement thereof, has been fixed as December 6, 2018.



In connection with the Meeting, the REIT expects to mail a notice of special meeting and management information circular, together with a letter of transmittal and related proxy materials (collectively, the "Meeting Materials"), to Unitholders on or about December 10, 2018. The Meeting Materials will also be available under the REIT's profile on SEDAR at www.sedar.com.

The Meeting Materials provide important information about the Transaction, the Meeting and related matters, including voting procedures, and will contain the full text of the Formal Valuation and the Fairness Opinions. Unitholders are urged to read the Meeting Materials in their entirety. Unitholders who have questions regarding the Transaction or require assistance with voting may contact the REIT's proxy solicitation agent, Shorecrest Group Ltd., by telephone at 1-888-637-5789 (toll-free in North America) or at 1-647-931-7454 (collect calls outside of North America) or by e-mail at contact@shorecrestgroup.com.


Unitholder vote participation is important. However you choose to vote, your vote must be received by 10:00 a.m. (Toronto time) on January 8, 2019 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and holidays in the Province of Ontario) prior to the adjourned or postponed Meeting.

About Agellan Commercial Real Estate Investment Trust

The REIT is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario. The REIT has been created for the purpose of acquiring and owning industrial, office and retail properties in select target markets in the United States and Canada.

The REIT's 46 properties contain 8.3 million square feet of gross leasable area, with the REIT's ownership interest at 7.0 million square feet. The properties are primarily located in major urban markets in the United States.

Additional information about the REIT is available at www.agellancommercialreit.com or www.sedar.com.

Forward-Looking Information:

This press release contains forward-looking information within the meaning of applicable securities legislation, which reflects the REIT's current expectations regarding future events. Forward-looking information includes, but is not limited to: statements concerning the proposed Transaction referred to in this press release; the timing for the Meeting; and any other statements regarding the REIT's expectations, intentions, plans and beliefs.

Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the REIT's control that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. These include, but are not limited to, the failure to obtain necessary approvals or satisfy the conditions to closing the Transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction; material adverse changes in the business or affairs of the REIT; either party's failure to consummate the Transaction when required; competitive factors in the industries in which the REIT operates; interest rates; prevailing economic conditions; and other factors, many of which are beyond the control of the REIT. Additional factors and risks which may affect the REIT or its business are described in the REIT's annual information form and the REIT's management's and discussion and analysis for the year ended December 31, 2017 and in the other reports filed under the REIT's profile on www.sedar.com.

The forward-looking information contained in this press release are made as of the date of this press release and, except as expressly required by applicable law, the REIT assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.


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