Vancouver, BC – February 28, 2018: Pure Industrial Real Estate Trust (TSX: AAR.UN) (the “Trust”) today announced that it has mailed the management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of the unitholders of the Trust (“Unitholders”) to approve the plan of arrangement pursuant to which an affiliate of Blackstone Property Partners, the Core+ real estate investment unit of Blackstone, will acquire all of the issued and outstanding trust units of the Trust (each, a “Unit”) for $8.10 per Unit in cash (the “Transaction”), all as more particularly described in the Circular. A copy of the Circular is available under the Trust’s profile at www.sedar.com and on the Trust’s website at www.piret.ca.
The Meeting is scheduled to be held at 11:00 a.m. (Toronto time) on March 23, 2018 at the offices of Goodmans LLP at 333 Bay Street, Suite 3400, Toronto, Ontario. Unitholders of record as of the close of business on January 24, 2018 are entitled to receive notice of and to vote at the Meeting.
The Transaction has the unanimous support of a Special Committee of independent Trustees of the Trust (the “Special Committee”), as well as the full Board of Trustees of the Trust (the “Board of Trustees”). The Board of Trustees, after receiving the unanimous recommendation of the Special Committee and in consultation with its financial and legal advisors, has unanimously determined that the Transaction is in the best interests of the Trust and fair to Unitholders and has unanimously recommended that Unitholders vote in favour of the Transaction. The Board of Trustees and the Special Committee have also received a fairness opinion from each of BMO Capital Markets and Greenhill & Co. in connection with the Transaction which each state that, as of the date of such opinions, and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by the Unitholders pursuant to the arrangement agreement is fair, from a financial point of view, to the Unitholders.
The Circular provides important information regarding the Transaction and related matters, including voting procedures and instructions regarding proxies for registered Unitholders unable to attend the Meeting in person. Unitholders are urged to read the Circular and its schedules carefully and in their entirety.
Completion of the Transaction is subject to the satisfaction of certain customary conditions, including approval of at least 66 2/3% of the votes cast at the Meeting, court approval and regulatory approvals (Investment Canada Act). On February 26, 2018, the Commissioner of Competition issued an Advance Ruling Certificate approving the Transaction. Subject to the satisfaction or waiver of all of the conditions to the Transaction, the Transaction is expected to be completed in the second quarter of this year.
Each Unitholder’s vote is important regardless of the number of Units owned.
Unitholders who have questions regarding the Transaction or require assistance with voting may contact the Trust’s information and proxy solicitation agent below:
Toll Free (in North America): 1 (866) 822-1241
International Collect (outside North America): 1 (201) 806-7301
Facsimile: 1 (888) 509-5907
About Pure Industrial Real Estate Trust
Pure Industrial Real Estate Trust is an unincorporated, open-ended investment trust that owns and operates a diversified portfolio of income-producing industrial properties in leading markets across Canada and key distribution and logistics markets in the United States. The Trust is an internally managed REIT and is one of the largest publicly-traded REITs in Canada that offers investors exposure to industrial real estate assets in Canada and the United States.
Blackstone is a global leader in real estate investing. Blackstone’s real estate business was founded in 1991 and has approximately US$115 billion of assets under management. Blackstone’s real estate portfolio includes hotel, office, retail, industrial and residential properties in the US, Europe, Asia, Australia and Latin America. Major holdings include Hilton Worldwide, Invitation Homes (single family homes), Logicor (pan-European logistics) and prime office buildings in the world’s major cities.
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 with respect to the expected completion of the Transaction and satisfaction of the conditions required with respect thereto. 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.
The forward-looking information contained in this news release is based on certain expectations and assumptions made by the Trust, 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.
Although the Trust 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 Trust 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 the conditions to closing the Transaction; 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 Trust; the parties' ability to obtain regulatory approvals in order to complete the Transaction; either party’s failure to consummate the Transaction when required; competitive factors in the industries in which the Trust operates; interest rates, prevailing economic conditions; and other factors, many of which are beyond the control of the Trust. Additional factors and risks which may affect the Trust or its business are described in the Trust’s annual information form and the Trust’s management’s and discussion and analysis for the year ended December 31, 2016 and in the other reports filed under the Trust’s profile on www.sedar.com.
The forward-looking information contained in this news release represents Trust’s expectations as of the date hereof, and is subject to change after such date. The Trust 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 securities regulations.
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.
Pure Industrial Real Estate Trust
Director of Investor Relations
(416) 479-8590 Ext 267
Senior Vice President, Global Public Affairs