TORONTO, Dec. 16, 2022 /CNW/ – Summit Industrial Income REIT (“Summit” or the “REIT“) (TSX: SMU.UN) is pleased to announce that at its special meeting (“Meeting“) of unitholders of the REIT (“Unitholders“) held today, Unitholders voted to approve the previously announced plan of arrangement (the “Arrangement“) pursuant to which a joint venture between GIC and Dream Industrial Real Estate Investment Trust will acquire all of the assets and assume all of the liabilities of Summit and the Unitholders will receive $23.50 for each outstanding unit of the REIT (each, a “Unit“) they own in cash by way of a special distribution and a redemption of Units, subject to applicable withholdings.
The Arrangement required approval by (i) an affirmative vote of more than two-thirds (66 2/3%) of the votes cast by Unitholders; and (ii) a simple majority of the votes cast by Unitholders, excluding votes attached to Units held by certain Unitholders required to be excluded pursuant to applicable securities laws.
Of the votes cast at the Meeting with respect to the Arrangement, a total of 135,909,476 Units were voted in favour of the Arrangement, representing approximately 99.85% of the votes cast on the special resolution approving the Arrangement. In addition, a total of 126,739,477 Units, representing approximately 99.84% of the votes cast by holders of Units excluding those Units required to be excluded pursuant to applicable securities laws, were voted in favour of the special resolution approving the Arrangement.
The REIT’s full report of voting results will be filed under the REIT’s profile on SEDAR at www.sedar.com.
The REIT intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) (the “Court“) to approve the Arrangement at a hearing expected to be held on December 20, 2022. Completion of the Arrangement remains subject to the satisfaction of certain customary closing conditions, including Court approval and receipt of approval under the Investment Canada Act. Subject to the satisfaction or waiver of all of the conditions to the closing of the Arrangement, the Arrangement is expected to be completed in the first quarter of 2023.
Unitholders who have questions or require assistance submitting their Units in connection with the Arrangement may direct their questions to Computershare Investor Services Inc., who is acting as depositary in connection with the Arrangement, by phone toll-free at 1-800-564-6253 or by email at firstname.lastname@example.org.
About Summit Industrial Income REIT
Summit Industrial Income REIT is an unincorporated open-ended trust focused on growing and managing a portfolio of light industrial properties in key markets across Canada. The Units are listed on the Toronto Stock Exchange and trade under the symbol SMU.UN. For more information, please visit our website at www.summitiireit.com.
Caution Regarding Forward Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends”, “goal” and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the Arrangement and the terms thereof; the hearing date of the application for the final order of the Court; and the anticipated closing of the Arrangement including the timing hereof. There can be no assurance that the proposed Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news release. The proposed Arrangement could be modified, restructured or terminated in accordance with its terms.
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. Such assumptions include, without limitation, expectations and assumptions concerning the anticipated benefits of the Arrangement to Unitholders and the receipt in a timely manner of regulatory, court and other approvals for the Arrangement. Although Summit believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Summit cannot give assurance that they will prove to be correct.
By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed, and given the impact of the COVID-19 pandemic and government measures to contain it, as well as the current geopolitical environment, there is inherently more uncertainty associated with Summit’s assumptions as compared to prior periods. These risks and uncertainties include, but are not limited to, inability to satisfy the conditions applicable to the Arrangement, tenant risks, interest rate risk, inflation risks; current economic environment, including disputes between nations, war and international sanctions, environmental matters and general insured and uninsured risks. A discussion of other risks that impact Summit can also be found in its public reports and filings which are available under Summit’s profile on SEDAR at www.sedar.com. Summit undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE Summit Industrial Income REIT
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