TORONTO, April 25, 2018 /CNW/ - Canadian Real Estate Investment Trust ("CREIT") (TSX: REF.UN) and Choice Properties Real Estate Investment Trust ("Choice Properties") (TSX: CHP.UN) announced today that the Ontario Superior Court of Justice (Commercial List) (the "Court") has approved the acquisition of CREIT by Choice Properties pursuant to a plan of arrangement under section 182 of the Business Corporations Act (Ontario) and section 60 of the Trustee Act (Ontario) (the "Arrangement").
CREIT and Choice Properties also announced that the Arrangement is expected to close on May 4, 2018.
At the final order hearing, SmartCentres Real Estate Investment Trust ("SmartCentres") argued that the Arrangement violated agreements relating to seven properties co-owned with CREIT. In approving the Arrangement, the Court provided that SmartCentres could commence an action to determine its rights after the closing of the Arrangement. Counsel to SmartCentres has advised that SmartCentres intends to appeal the Court's order approving the Arrangement, and to request a stay of that order pending its appeal. CREIT and Choice Properties believe that the position advanced by SmartCentres is without merit, and will oppose any stay or appeal proceedings.
The Arrangement was overwhelmingly approved by unitholders of CREIT ("Unitholders") at a special meeting held on April 11, 2018. The other conditions to closing included expiry of the waiting period under the Competition Act (Canada) on April 9, 2018. With respect to the Competition Act (Canada), CREIT and Choice Properties have been working with the Commissioner of Competition (the "Commissioner") and his staff with respect to the Arrangement and the review is ongoing. This work with the Commissioner and staff will continue and may continue post-closing. Should Choice Properties and the Commissioner not reach a mutual agreement with respect to the Arrangement, the Commissioner may, within a period of up to one year from closing, refer the matter to the Competition Tribunal for resolution.
Election Deadline for CREIT Unitholders
Under the Arrangement, Unitholders have the ability to choose whether to receive $53.75 in cash or 4.2835 Choice Properties units for each CREIT unit held, subject to proration.
The deadline for registered Unitholders to make an election with respect to the form of consideration they wish to receive, subject to proration, is 5:00 p.m. (Toronto time) on May 1, 2018 (the "Election Deadline"). Registered Unitholders who have not already done so are reminded that they must complete, sign and return, if applicable, the Letter of Transmittal and Election Form and make a proper election thereunder and return it with the accompanying certificate(s) representing their CREIT units to AST Trust Company (Canada) by the Election Deadline. The Letter of Transmittal and Election Form has previously been mailed to registered Unitholders and is available under CREIT's profile on SEDAR at (www.sedar.com).
Beneficial unitholders should make an election in accordance with the instructions such holders receive from their broker, investment dealer or other intermediary.
If any Unitholder has already made an election and does not wish to change such election, no action is required.
Unitholders who have not made a valid election by the Election Deadline (or, in the case of beneficial Unitholders, who do not provide valid election instructions to their broker, investment dealer or other intermediary) will be deemed to have elected to receive cash consideration only, subject to proration.
If you have any questions with regard to making your election, please contact Laurel Hill Advisory Group, CREIT's proxy solicitation agent, by telephone at 1-877-452-7184 toll-free in North America or at 416-304-0211 for collect calls outside North America or by e-mail at email@example.com.
About Canadian Real Estate Investment Trust
CREIT is a real estate investment trust focused on accumulating and aggressively managing a portfolio of high-quality real estate assets and delivering the benefits of real estate ownership to unitholders. The primary benefit is a reliable and, over time, increasing monthly cash distribution. CREIT owns a diversified portfolio of retail, industrial, office and residential properties.
About Choice Properties Real Estate Investment Trust
Choice Properties Real Estate Investment Trust is an owner, manager and developer of well-located retail and commercial real estate across Canada. Choice Properties' portfolio spans approximately 44.1 million square feet of gross leasable area and consists of 546 properties primarily focused on supermarket- and drug store-anchored shopping centres and stand-alone supermarkets and drug stores. Choice Properties' strategy is to create value by enhancing and optimizing its portfolio through development, accretive acquisitions and active property management. Choice Properties' principal tenant and largest Unitholder is Loblaw Companies Limited, Canada's largest retailer. Choice Properties' strong alliance with Loblaw positions it well for future growth.
This press release contains forward-looking statements about the Arrangement. Forward-looking statements are typically identified by words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may" and "should" and similar expressions. Forward-looking statements reflect current estimates, beliefs and assumptions, which are based on CREIT's and Choice Properties' perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. The timing and completion of the Arrangement is subject to a number of closing conditions, and there can be no assurance any such conditions will be met. There can be no assurance that the Arrangement will occur or that it will occur close to May 4, 2018 or on the terms and conditions contemplated in this news release. The Arrangement could be modified, restructured or terminated. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect CREIT's and Choice Properties' expectations only as of the date of this release. Numerous risks and uncertainties could cause actual results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements. CREIT and Choice Properties disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE Choice Properties Real Estate Investment Trust