In issuing its endorsement, ISS cites large premium cash exit, downside risks of non-approval, and meaningful improvements to the transaction
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 27, 2025 (GLOBE NEWSWIRE) -- Melcor Real Estate Investment Trust (“Melcor REIT” or the “REIT”) is pleased to announce that leading independent proxy advisor Institutional Shareholder Services (“ISS”) has recommended unitholders of Melcor REIT (“Unitholders”) vote FOR the previously announced amended and restated plan of arrangement (the “Arrangement”) with Melcor Developments Ltd. (“MRD”). The Arrangement provides, among other steps, for the outstanding trust units of the REIT to be redeemed in exchange for $5.50 per unit (the “Consideration”), through a series of steps outlined in the REIT’s management information circular mailed to Unitholders and filed under the REIT’s profile on SEDAR+ (http://sedarplus.com) and on the REIT’s website at https://melcorreit.ca/special-meeting/.
As an independent proxy advisory firm, ISS has approximately 3,400 clients including many of the world’s leading institutional investors who rely on ISS’ objective and impartial analysis to make important voting decisions.
In its report, ISS states “The results of the subsequent 90-day Go-Shop Period suggest price discovery was adequately facilitated and several of the process concerns identified with the Original Arrangement Agreement were meaningfully addressed. The updated offer represents a large premium to the unaffected price and an 11.1 percent improvement over the previous offer”, while also finding the standalone scenario for Unitholders unappealing, resulting in a recommendation to vote FOR the Arrangement.
VOTING IS NOW OPEN; UNITHOLDERS ARE ENCOURAGED TO VOTE FOR TODAY
The REIT’s Independent Committee and the Board (with cross-trustees abstaining) have recommended Unitholders vote FOR the Arrangement at the special meeting of unitholders (the “Meeting”). 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. (Mountain Time). Unitholders are encouraged to vote well in advance of the proxy cut-off, at 9:30 a.m. on April 9, 2025.
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.
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.
Forward Looking Statement Cautions and Disclaimers:
This news release includes forward-looking information and statements ("forward-lookinginformation") 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 factors and assumptions and is subject to a number of risks and uncertainties, many of which are beyond the REIT's control, and 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 assumptions and risks relating to the satisfaction of 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 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 is 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.
