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Melcor Real Estate Investment Trust Announces Filing and Commencement of Mailing of Management Information Circular for Special Meeting of Unitholders to Approve Amended Arrangement
Voting Unitholders who have questions or need assistance in voting should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American Toll Free) or 1-416- 304-0211 (Outside North America), or by email at assistance@laurelhill.com
EDMONTON, Alberta, March 21, 2025 (GLOBE NEWSWIRE) -- Melcor Real Estate Investment Trust (“Melcor REIT” or the “REIT”) is pleased to announce the filing and the commencement of the mailing of its management information circular (the “Circular”) and related documents for the special meeting (“Meeting”) of the holders of units (“Units”) and special voting units (together with Units, the “Voting Units”) of the REIT (collectively, “Voting Unitholders”) to consider a special resolution approving the previously announced plan of arrangement (the “Arrangement”) under the Business Corporations Act (Alberta) involving the REIT, Melcor REIT GP Inc. (“GP”) and Melcor Developments Ltd. (“Purchaser” or “Melcor”, and, together with the REIT and the GP, the “Parties”).
The Parties entered into an amended and restated arrangement agreement (the “Arrangement Agreement”) on November 24, 2024, amending and restating the original arrangement agreement among the Parties dated September 12, 2024. The Arrangement Agreement provides for, among other things, consideration of $5.50 per Unit, which is $0.55 per Unit or an 11% increase over the prior consideration. In addition, the Arrangement Agreement had a new and extended 90-day “go shop” period.
The Meeting will be held at the Windsor Room, Third Floor, Manulife Place, 10180 101st Street, Edmonton, Alberta, T5J 3V5, on April 11, 2025 at 9:30 a.m. (Edmonton time). The Meeting materials can be found under the REIT’s profile on SEDAR+ (www.sedarplus.ca) as well as on Melcor REIT’s website at https://melcorreit.ca/special-meeting/.
A comprehensive discussion of the reasons for the REIT independent committee of trustees’ and board of trustees’ recommendations to vote FOR the Arrangement can be found under “The Arrangement — Reasons for the Recommendation” in the Circular.
Voting Unitholders Must Submit Votes Now to Support the Arrangement – Even if You Submitted Your Vote for the November Meeting
Voting Unitholders who have previously submitted their vote for the meeting that was originally scheduled for November 26, 2024 must vote again in order to have their vote counted. Voting Unitholders are encouraged to vote in advance of the Meeting, in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to Unitholders together with the Circular. Further details and voting instructions can be found in the Circular under the section entitled “Voting Information – Questions and Answers about Voting and the Meeting”.
Units held in own name and represented by a physical certificate or DRS statement.
The record date for the determination of Voting Unitholders who will be entitled to receive notice of and vote at the Meeting and at any adjournment or postponement of the Meeting was the close of business on March 12, 2025.
The deadline for Voting Unitholders to submit their vote is Wednesday, April 9, 2025 at 9:30 a.m. (Edmonton time).
Questions and Voting Assistance
Voting Unitholders who have questions or need assistance in voting should contact Melcor REIT’s strategic unitholder advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (North American Toll Free) or 1-416- 304-0211 (Outside North America), or by email at assistance@laurelhill.com.
Receipt of Interim Court Order
The REIT is also announcing that on March 10, 2025, it was granted an interim order (the “Interim Order”) by the Court of King’s Bench of Alberta. The Interim Order authorizes Melcor REIT to proceed with various matters, including the calling and holding of the Meeting to consider and vote on the approval of the Arrangement Resolution (as defined in the Circular).
About Melcor REIT Melcor REIT is an unincorporated, open-ended real estate investment trust. Melcor REIT owns, acquires, manages, and leases quality retail, office and industrial income-generating properties in western Canada. Its portfolio is currently made up of interests in 34 properties representing approximately 2.8 million square feet of gross leasable area located across Alberta and in Regina, Saskatchewan. For more information, please visit www.melcorREIT.ca.
Voting Unitholders: Laurel Hill Advisory Group North America (toll-free): 1-877-452-7184 Outside North America: 1-416-304-0211 Email: assistance@laurelhill.com
Forward Looking Statements
This news release includes forward-looking information and statements (“forward-looking information”) within the meaning of applicable Canadian securities laws. In some cases, forward-looking information can be identified by the use of words such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, and by discussions of strategies that involve risks and uncertainties, certain of which are beyond the REIT’s control. In this news release, forward-looking information includes, among other things, statements relating to the timing and results of the Meeting, and completion of the Arrangement.
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. The timing and completion of the Arrangement is subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, required court and unitholder approvals. Although management of the REIT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that the any transaction, including the Arrangement, will occur or that it will occur on the timetable or on the terms and conditions contemplated. The Arrangement could be modified, restructured or terminated. Readers are cautioned not to place undue reliance on forward-looking information. Additional information on these and other factors that could affect the REIT are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR+ website at www.sedarplus.ca.
The forward-looking information contained in this news release are made as of the date of this news release and neither the REIT nor any other person assumes responsibility for the accuracy and completeness of any forward-looking information, and no one has any obligation to update or revise any forward-looking information, whether as a result of new information, future events or such other factors which affect this information, except as required by law.
