â True North Apartment REIT’s Board Reminds Unitholders to Vote IN FAVOUR of Plan of Arrangement by 10am MDT October 9, 2015 â
TORONTO, Sept. 29, 2015 /CNW/ – True North Apartment Real Estate Investment Trust (“True North”)(TSX:TN.UN,TN.DB) today announced that Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) have recommended that True North unitholders vote IN FAVOUR of the proposed plan of arrangement (“Plan of Arrangement”) with Northern Property Real Estate Investment Trust (“NPR”), leading to the creation of Northview Apartment Real Estate Investment Trust (“Northview”). Both ISS and Glass Lewis have also issued reports recommending that NPR unitholders vote IN FAVOUR of the transaction with True North. Full transaction details are available at www.northviewreit.com.
ISS and Glass Lewis are the two leading independent international corporate governance analysis and proxy advisory firms. Both firms make their recommendations after carefully considering what is in the best interests of unitholders, and assist unitholders in making voting choices regarding proxy voting decisions.
In making its recommendation that True North unitholders vote IN FAVOUR of the proposed Plan of Arrangement, ISS states that:
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“True North appears to have a high leverage ratio (total debt to total assets) of 62.7% as of the most recent fiscal year end. On the other hand, NPR appears to have one of the healthiest balance sheets in the industry before the merger with a much lower leverage ratio (total debt to total assets) of 47.7% as of the most recent fiscal year end. Hence, by being acquired by NPR, True North is expected to take advantage of NPR’s stronger capital base and to have decreased financial risk as opposed to on a stand-alone basis. NPR appears to have a proven track record of trending down FFO payout ratio (from 90.9% in 2002 to 67.1% in 2014 while annual distribution increased from $1.15 in 2002 to $1.63 in 2014) and Northview is expected to have a target FFO payout ratio of under 70%, in any case is significantly lower than True North LTM FFO payout ratio of 99.9%.” |
Glass Lewis, in making its recommendation that True North unitholders vote IN FAVOUR of the proposed Plan of Arrangement, states that:
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“…we find that the proposed transaction is strategically and financially reasonable from the perspective of the Company and its unitholders. The combined company will have greater scale and geographic diversification, a strong financial position and better access to capital markets. The proposed purchase price appears reasonable relative to trading multiples of comparable real estate investment trusts from a trailing FFO multiples perspective and the transaction implies a moderate premium to the unaffected closing price of True North units prior to the announcement. Based on these factors and the support of the Board, we believe the proposed transaction is in the best interests of the Company and its unitholders. Accordingly, we recommend that unitholders vote FOR this proposal.” |
“…we find that the proposed transaction is strategically and financially reasonable from the perspective of the Company and its unitholders. The combined company will have greater scale and geographic diversification, a strong financial position and better access to capital markets. The proposed purchase price appears reasonable relative to trading multiples of comparable real estate investment trusts from a trailing FFO multiples perspective and the transaction implies a moderate premium to the unaffected closing price of True North units prior to the announcement. Based on these factors and the support of the Board, we believe the proposed transaction is in the best interests of the Company and its unitholders. Accordingly, we recommend that unitholders vote FOR this proposal.”
Voting Instructions and Unitholder Meeting Information
True North unitholders are urged to vote in favour of the special resolution by voting their proxy or voting instruction form IN FAVOUR of the Plan of Arrangement by no later than the deadline of
10:00 a.m. Mountain Daylight Time / 12:00 p.m. Eastern Daylight Time on Friday October 9, 2015. The record date has been set at September 4, 2015. Further information on voting can be found in the Management Information Circular on SEDAR (www.sedar.com) or www.northviewreit.com.
The Unitholder Meeting will be held at the Calgary Marriott Downtown Hotel, 110 9th Avenue SE, Calgary, Alberta at 10:00 a.m. (Mountain Daylight Time) / 12:00 p.m. (Eastern Daylight Time) on Wednesday, October 14, 2015.
For voting inquiries, or assistance with voting, contact True North’s Proxy Solicitor, Kingsdale Shareholder Services, toll-free at 1.877.659.1819 or 416.867.2272 outside of North America, or email contactus@kingsdaleshareholder.com.
About True North Apartment REIT
True North is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. True North focuses on a long-term strategy to generate stable cash distributions on a tax- efficient basis for unitholders. The REIT actively looks for opportunities to expand its asset base and increase its distributable cash flow through acquisitions of additional multi-suite residential rental properties across Canada, the United States, and other jurisdictions where opportunities may arise. True North trust units are traded on the TSX under the ticker symbol: TN.UN. The True North convertible unsecured subordinated debentures are traded on the TSX under the ticker symbol TN.DB. Additional information concerning True North is available on SEDAR at www.sedar.com or at its website at www.truenorthreit.com.
Forward Looking Information
This press release contains forward looking statements that reflect current expectations of each of NPR and True North about their future results, performance, prospects and opportunities, including with respect to the closing, costs and benefits of the proposed transactions and other statements that are not historical facts.
The timing and completion of the proposed transactions are subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, required regulatory, court, and unitholder approvals. Accordingly, there can be no assurance that the proposed transactions will occur, or that they will occur on the timetable or on the terms and conditions contemplated in this news release. The proposed transactions could be modified, restructured or terminated.
Forward-looking statements are based on information available at the time they are made, underlying estimates and assumptions made by management and management’s good faith belief with respect to future events, performance and results, and are subject to inherent risks and uncertainties surrounding future expectations generally, which could cause actual results to differ materially from what is currently expected. Such risks and uncertainties include, but are not limited to, risks associated with investment in and development of real property, competition, financing and refinancing risks, changes in economic conditions, changes in interest rates, changes in taxation rules, reliance on key personnel, environmental matters, tenant risks, fluctuations in commodity prices and other risk factors more particularly described in NPR’s and True North’s Management Information Circulars as well as the most recent Annual Information Forms of NPR and True North available on SEDAR at www.sedar.com. Additional risks and uncertainties not presently known to NPR and True North may also adversely affect NPR and True North.
Readers are cautioned not to place undue importance on forward-looking information. NPR and True North disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
SOURCE True North Apartment Real Estate Investment Trust
