– Minority shareholders owning approximately 16.9% of the Temple Hotels Inc. common shares have agreed to support the proposed transaction
– Proposed transaction delivers substantial 18.0% premium
MISSISSAUGA, ON, Nov. 15, 2019 /CNW/ – Morguard Corporation (“Morguard” or the “Company“) (TSX:MRC) today announced that it has submitted a proposal to the board of directors of Temple Hotels Inc. (TSX: TPH) (“Temple“) to acquire all the outstanding common shares of Temple not owned by Morguard at a price of $2.10 per common share, payable in cash (the “Proposed Transaction“). The Company expects that the board of directors of Temple will establish a special committee of independent directors to consider the Proposed Transaction, with the advice of its legal and financial advisors.
The Proposed Transaction represents a premium of 18.0% to Temple’s closing share price on the Toronto Stock Exchange on November 14, 2019 and a premium of 16.9% to its 20-day volume weighted average trading price.
G2S2 Capital Inc. and SimÃ© Armoyan (collectively, “Armoyan“) have entered into definitive support agreements agreeing to support and vote in favour of the Proposed Transaction. Armoyan owns 12,714,834 Temple common shares, representing approximately 16.9% of the issued and outstanding Temple common shares.
Morguard currently owns 54,492,911 Temple common shares, representing approximately 72.6% of the issued and outstanding Temple common shares, and has informed Temple that it is not prepared to entertain alternative transactions and has no intention of disposing of its holding in Temple.
Morguard expects that the Proposed Transaction would be implemented by way of a Plan of Arrangement under the Canada Business Corporations Act. The Proposed Transaction would not be contingent on financing. The definitive agreement that would give effect to the Proposed Transaction (the “Definitive Agreement“) would be in a form that is customary for transactions of this nature, and the Proposed Transaction would be subject to customary closing conditions, including approval by the shareholders of Temple by special resolution and a “majority of the minority” vote of shareholders. It is expected that the common shares of Temple held by Morguard and Armoyan, if voted in favour of the Proposed Transaction, would be sufficient to obtain all necessary Temple shareholder approvals.
About Morguard Corporation
Morguard Corporation is a real estate company, with total assets owned and under management valued at $21.3 billion. Morguard owns a diversified portfolio of 208 multi-suite residential, retail, office, industrial and hotel properties comprised of 17,638 residential suites, approximately 17.0 million square feet of commercial leasable space and 5,903 hotel rooms. Morguard also currently owns a 58.1% interest in Morguard Real Estate Investment Trust, a 44.8% effective interest in Morguard North American Residential Real Estate Investment Trust and a 72.6% effective interest in Temple Hotels Inc. Morguard also provides advisory and management services to institutional and other investors. For more information, visit the Company’s website at www.morguard.com.
This news release contains forward-looking statements relating to the Proposed Transaction, the terms of the Definitive Agreement and shareholder approval of the Proposed Transaction, which are based on Morguard’s expectations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements. Factors that could cause actual results to differ materially from the forward-looking statements contained herein include, but are not limited to: the ability of Morguard and Temple to successfully negotiate the Proposed Transaction; the parties’ ability to satisfy or complete the conditions of the Proposed Transaction; and the ability of Temple to obtain all regulatory and shareholder approvals required for completion of the Proposed Transaction. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Morguard undertakes no obligation to publicly update any such statement, to reflect new information or the occurrence of future events or circumstances, except as required by law.
SOURCE Morguard Corporation
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