TORONTO, Oct. 07, 2021 (GLOBE NEWSWIRE) — WPT Industrial Real Estate Investment Trust (the “REIT”) (TSX: WIR.U; WIR.UN – OTCQX: WPTIF) 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 an affiliate of Blackstone Real Estate Income Trust, Inc. will acquire all of the outstanding trust units of the REIT (each, a “Unit”) through a series of transactions that will result in Unitholders receiving US$22.00 per Unit in cash, subject to applicable withholdings (the “Transaction”).
The Arrangement required approval by the affirmative vote of (i) at least two third of the votes cast by Unitholders; and (ii) a simple majority of the votes cast by Unitholders, excluding votes attached to Units held by interested 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 56,252,960 Units were voted in favour of the Arrangement, representing approximately 99.37% of the votes cast on the special resolution approving the Arrangement. In addition, a total of 56,177,941 Units, representing approximately 99.37% 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 issuer profile at www.sedar.com.
The REIT intends to seek a final order of the Supreme Court of British Columbia (the “Court”) to approve the Arrangement at a hearing expected to be held on October 13, 2021. Completion of the Transaction remains subject to the satisfaction of customary closing conditions, including Court approval. Subject to the satisfaction or waiver of all of the conditions to the closing of the Transaction, the Transaction is expected to be completed on or about October 20, 2021. Following completion of the Transaction, it is anticipated that the Units will be delisted from the Toronto Stock Exchange and the REIT will cease to be a reporting issuer under applicable Canadian securities law.
Enclosed with the management information circular of the REIT dated September 2, 2021 (the “Circular”) was a letter of transmittal explaining how registered Unitholders can submit their Units in order to receive the consideration. Unitholders who have questions or require assistance submitting their Units in connection with the Transaction may direct their questions to Computershare Investor Services Inc., who is acting as depositary in connection with the Transaction, by phone toll-free at 1-800-564-6253 or by email at coporateactions@computershare.com.
About WPT Industrial Real Estate Investment Trust
WPT Industrial Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario. The REIT acquires, develops, manages and owns distribution and logistics properties located in the United States. WPT Industrial, LP (the REIT’s operating subsidiary) indirectly owns or manages a portfolio of properties across 19 U.S. states consisting of approximately 38.0 million square feet of GLA and 112 properties.
Forward-Looking Information
Certain statements contained in this news release may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “plan”, “expect”, “may”, “will”, “intend”, “should”, and similar expressions. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Forward looking information in this news release includes, but is not limited to, the following: statements relating to the Transaction including the approval process and expected timing of closing of the Transaction; statements relating to Court approval; statements relating to the delisting of Units following closing of the Transaction; the expectation that the REIT will cease to be a reporting issuer following closing of the Transaction; and statements relating to other anticipated impacts of the Transaction.
The forward-looking information contained in this news release is based on certain expectations and assumptions made by the REIT, including expectations and assumptions concerning receipt of required approvals and the satisfaction of other conditions to the completion of the Transaction, and that the arrangement agreement will not be amended or terminated. There can be no assurance that the proposed Transaction will be completed, or that it will be completed on the terms and conditions contemplated in the arrangement agreement.
Although the REIT believes that the expectations and assumptions on which the forward-looking information contained in this news release is based are reasonable, undue reliance should not be placed on the forward-looking information because the REIT can give no assurance that it will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to: the failure to obtain necessary approvals or satisfy (or obtain a waiver of) the conditions to closing the Transaction as contained in the arrangement agreement; the occurrence of any event, change or other circumstance that could give rise to the termination of the arrangement agreement; material adverse changes in the business or affairs of the REIT; the parties’ ability to obtain requisite Court approval; either party’s failure to consummate the Transaction when required or on the terms as originally negotiated; competitive factors in the industries in which the REIT operates; interest rates, currency exchange rates and prevailing economic conditions; and other factors, many of which are beyond the control of the REIT. Additional factors and risks which may affect the REIT, its business and the achievement of the forward-looking statements contained herein are described in the REIT’s annual information form and the REIT’s management’s and discussion and analysis for the year ended December 31, 2020 and in the other subsequent reports filed under the REIT’s profile on www.sedar.com.
The forward-looking information contained in this news release represents the REIT’s expectations as of the date hereof, and is subject to change after such date. The REIT disclaims 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 Canadian securities laws.
For more information, please contact:
Scott Frederiksen, Chief Executive Officer
Matt Cimino, Chief Operating Officer
Tel: (612) 800-8530
IR@wptreit.com
