- Recommendation follows FOR recommendation from Institutional
Shareholder Services
- Proxy voting deadline is 11:00
a.m. (Montréal time) on December 17,
2021
QUÉBEC CITY, Dec. 14, 2021 /CNW
Telbec/ - Cominar Real Estate Investment Trust
("Cominar" or the "REIT") (TSX: CUF.UN) today
announced that independent proxy advisory firm Glass, Lewis &
Co. ("Glass Lewis") has recommended that holders (the
"Unitholders") of units of Cominar (the "Units") vote
FOR the proposed arrangement (the "Arrangement")
pursuant to which all of Cominar's issued and outstanding Units
would be acquired for $11.75 per Unit
in cash by a consortium led by an affiliate of Canderel Management
Inc. ("Canderel").
The recommendation follows that of Institutional Shareholder
Services Inc. ("ISS"), which also recommended that
Unitholders vote FOR the Arrangement.
THE PROXY VOTING DEADLINE IS 11:00
A.M. (MONTRÉAL TIME) ON DECEMBER 17,
2021. UNITHOLDERS ARE URGED TO VOTE FOR THE RESOLUTION TO
APPROVE THE ARRANGEMENT TODAY.
Glass Lewis and ISS are leading independent corporate governance
analysis and proxy advisory firms that provide proxy voting
recommendations to institutional Unitholders. The independent
recommendations of Glass Lewis and ISS are intended to assist their
Unitholder subscribers in making choices regarding proxy voting
decisions. Glass Lewis made its independent recommendation after
carefully reviewing the facts regarding the Arrangement and
benefits to Unitholders, as did ISS.
The Arrangement is the result of an extensive and thorough
13-month strategic review process (the "Strategic Review
Process") that considered a broad set of alternatives. The
Arrangement provides compelling value to Unitholders, including
immediate certainty of value and liquidity, and represents the most
favourable outcome from Cominar's Strategic Review Process for
Cominar, its Unitholders and other stakeholders.
The offer by the Canderel-led consortium represents a 63.2%
premium to the closing Unit price on September 15, 2020, the last trading day prior to
the announcement of Cominar's Strategic Review Process, and a 16.3%
premium to Cominar's 20-day volume-weighted average price per Unit
on the TSX for the period ending on October
22, 2021, the last trading day prior to the announcement of
the Arrangement.
The board of trustees of Cominar (the "Board of
Trustees") and the special committee comprised of independent
trustees (the "Special Committee") unanimously support the
Arrangement and the Board of Trustees unanimously recommends
Unitholders vote "FOR" the resolution to approve the
Arrangement (the "Arrangement Resolution").
Information regarding the Arrangement can be found in the
management information circular filed by Cominar on November 24, 2021, which is available at
https://www.cominar.com/en/investors/publications/ and under
Cominar's profile on SEDAR at www.sedar.com.
Unitholders who have any questions or need assistance in their
consideration of the Arrangement or with the completion and
delivery of their proxy are urged to contact the REIT's strategic
unitholder advisor and proxy solicitation agent, Kingsdale
Advisors, who can be reached by toll-free telephone in North America at 1-855-682-2031, by collect
call outside North America at
416-867-2272, or by email at
contactus@kingsdaleadvisors.com.
ABOUT COMINAR
Cominar is one of the largest diversified real estate investment
trusts in Canada and is the
largest commercial property owner in the Province of Québec. Our
portfolio consists of 310 high-quality office, retail and
industrial properties, totalling 35.7 million square feet located
in the Montreal, Québec City and
Ottawa areas. Cominar's primary
objective is to maximize total return to Unitholders by way of
tax-efficient distributions and maximizing the Cominar value
through the proactive management of our portfolio. For additional
information, please visit www.cominar.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this news release are forward-looking
statements within the meaning of applicable securities laws,
including, but not limited to, statements with respect to the
rationale of the Special Committee and the Board of Trustees for
entering into the arrangement agreement, the expected benefits of
the Arrangement, the timing of various steps to be completed in
connection with the Arrangement, and other statements that are not
material facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking terminology such as
"may", "will", "expect", "believe", "estimate", "plan", "could",
"should", "would", "outlook", "forecast", "anticipate", "foresee",
"continue" or the negative of these terms or variations of them or
similar terminology.
Although the REIT believes that the forward-looking statements
in this news release are based on information and assumptions that
are current, reasonable and complete, these statements are by their
nature subject to a number of factors that could cause actual
results to differ materially from management's expectations and
plans as set forth in such forward-looking statements, including,
without limitation, the following factors, many of which are beyond
the REIT's control and the effects of which can be difficult to
predict: (a) the possibility that the proposed Arrangement will not
be completed on the terms and conditions, or on the timing,
currently contemplated, and that it may not be completed at all,
due to a failure to obtain or satisfy, in a timely manner or
otherwise, required Unitholder, court and regulatory approvals and
other conditions of closing necessary to complete the Arrangement
or for other reasons; (b) risks related to tax matters, including
as regards the amount of ordinary income to be distributed by the
REIT; (c) the possibility of adverse reactions or changes in
business relationships resulting from the announcement or
completion of the Arrangement; (d) risks relating to the REIT's
ability to retain and attract key personnel during the interim
period; (e) the possibility of litigation relating to the
Arrangement; (f) credit, market, currency, operational, liquidity
and funding risks generally and relating specifically to the
Arrangement, including changes in economic conditions, interest
rates or tax rates; (g) business, operational and financial risks
and uncertainties relating to the COVID-19 pandemic; and (h) other
risks inherent to the REIT's business and/or factors beyond its
control which could have a material adverse effect on the REIT or
the ability to consummate the Arrangement.
Readers are cautioned not to place undue reliance on the
forward-looking statements and information contained in this news
release. Cominar disclaims any obligation to update any
forward-looking statements contained herein, whether as a result of
new information, future events or otherwise, except as required by
law.
SOURCE COMINAR REAL ESTATE INVESTMENT TRUST