TORONTO, Nov. 22, 2022 /CNW/ – Summit Industrial Income REIT (“Summit“) (TSX: SMU.UN) today announced that it has mailed the management information circular (the “Circular“) and related materials for the special meeting (the “Meeting“) of its unitholders (the “Unitholders“) 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. Pursuant to the Arrangement, Unitholders will receive $23.50 per unit in cash by way of a special distribution and a redemption of units, as described in more detail in the Circular.
The Arrangement was announced on November 7, 2022, and is expected to close in the first quarter of 2023, subject to the satisfaction of customary conditions, including Summit unitholder, court, and regulatory approvals.
The Meeting is scheduled to be conducted as an in-person special meeting of Unitholders at 9:00 a.m. (Toronto time) on December 16, 2022, at the offices of McCarthy TÃ©trault LLP, Suite 5300, 66 Wellington Street West, Toronto, Ontario. Unitholders of record as of the close of business on November 14, 2022, are entitled to receive notice of and vote at the Meeting. Unitholders will have the option to join the Meeting via webcast; however, voting may only be conducted by Unitholders in advance of the Meeting or at the physical meeting in person, not via webcast. For additional details, Unitholders should refer to the Circular.
Summit’s board of trustees, after consultation with its financial and legal advisors and based upon, among other things, the fairness opinion of its financial advisor and the unanimous recommendation of a special committee composed of independent trustees, determined that the Arrangement is in the best interests of Summit and the Unitholders and that the Arrangement is fair, from a financial point of view, to the Unitholders. Accordingly, the board unanimously recommends that the Unitholders vote in favour of the resolution of Unitholders approving the Arrangement to be considered at the Meeting.
On November 17, 2022, the Ontario Superior Court of Justice (Commercial List) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the interim order is included in the Circular. The anticipated hearing date of the application for the final order of the court approving the Arrangement is December 20, 2022. A copy of the Notice of Application for the final order is included in the Circular.
The Circular provides important information on the Arrangement and related matters, including voting procedures and instructions for Unitholders unable to attend the Meeting in person, as well as certain income tax considerations relevant to a Unitholder that participates in the Arrangement. The income tax consequences of the Arrangement to each Unitholder will depend on their particular circumstances. Unitholders are urged to consult their own tax advisors to determine the particular tax effects to them of the Arrangement and any other consequences to them in connection with the Arrangement under Canadian and foreign tax laws, having regard to their own particular circumstances. For example, there may be different tax treatment (including in certain instances, Canadian withholding tax) for holders that participate in the Arrangement as compared to the tax treatment to holders that dispose of their units on the TSX, or otherwise, prior to the Arrangement. As such, it is anticipated that certain Unitholders, including holders that are non-residents of Canada, may consider disposing of their units on the TSX, with a settlement date that is prior to the closing of the Arrangement.
Unitholders who have questions regarding the Arrangement or require assistance with voting may contact Summit’s proxy solicitation agent:
- Morrow Sodali
Toll-free in North America: 1-888-444-0617
Collect calls outside North America: 1-289-695-3075
Summit is an unincorporated open-ended trust focused on growing and managing a portfolio of light industrial properties in key markets across Canada. Summit’s units are listed on the Toronto Stock Exchange and trade under the symbol SMU.UN. For more information, please visit www.summitiireit.com.
Caution Regarding Forward-Looking Statements
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 Meeting timing; 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, Unitholder 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, in ability 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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