お知らせ • Apr 24
Melcor Developments Ltd. (TSX:MRD) completed the acquisition of 44.60% stake in Melcor REIT Limited Partnership.
Melcor Developments Ltd. (TSX:MRD) agreed to acquire remaining 44.60% stake in Melcor REIT Limited Partnership for CAD 64.3 million on September 12, 2024. A cash consideration valued at CAD 4.95 per share will be paid by Melcor Developments Ltd. As part of consideration, an undisclosed value is paid towards units of Melcor REIT Limited Partnership. Upon completion, Melcor Developments Ltd. will own 100% stake in Melcor REIT Limited Partnership. Based on the recommendation of a special committee of independent trustees of the REIT Board, the transaction is subject to approval of merger agreement by target board. The deal has been unanimously approved by the board. On November 25, 2024, Melcor Real Estate Investment Trust (TSX: MR.UN) and Melcor Developments Ltd. (TSX: MRD) entered into an Amended and Restated Arrangement Agreement, which provides for, among other things, consideration of CAD 5.50 per unit or CAD 71.5 million. Furthermore, the Amended Agreement has a new and extended 90-day “go shop” period.
Completion of the Transaction, which is expected on April 23, 2025, is subject to customary closing conditions, including court approval and the approval of holders of Trust Units and Special Voting Units, among others. The transaction is expected to close in the 2nd quarter of 2025. Pursuant to the Arrangement Agreement, the REIT will have a 30-day go-shop period that will extend from September 12, 2024, to October 14, 2024 (the "Go-Shop Period"). If the REIT is successful in soliciting a superior proposal as a result of the go-shop process, there will be a fee payable to Melcor of CAD 2.9 million. The Arrangement Agreement also includes customary provisions, including non-solicitation by the REIT of alternative transactions following the conclusion of the Go-Shop Period, and a CAD 5.8 million termination fee payable to Melcor under certain customary circumstances where a Go-Shop Fee is not otherwise payable. Completion of the Transaction will be subject to various closing conditions, including the approval of at least (i) two-thirds (66 2/3%) of the votes cast by the REIT Unitholders and holders of special voting units of the REIT (ii) the majority of the holders of Trust Units present in person or represented by proxy at the Special Meeting, excluding the votes of Melcor, and any other unitholders whose votes are required to be excluded for the purposes of “minority approval” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Firm Capital and Telsec have announced a Tender Offer to acquire up to 1,296,316 trust units of Melcor REIT at $4.95 per unit, opposing the offer by Melcor Developments.Firm Capital and Telsec intend to vote against the Take Under Offer and hold Melcor REIT accountable for governance issues. As of April 11, 2025, 23.8 millions Voting Units, representing approximately 81.814% of the outstanding Voting Units of the REIT and the agreement was approved by: (i) Voting Unitholders of the REIT holding 99.297% of the Voting Units voted; and (ii) Voting Unitholders holding 97.668% of the Voting Units voted, after excluding the votes cast by the Voting Unitholders whose votes were required to be excluded in determining minority approval under MI 61-101.
BMO Capital Markets, financial advisor to the REIT, and Ventum Financial Corp., independent financial advisor and independent valuator to the REIT Independent Committee. CIBC Capital Markets is acting as exclusive financial advisor to Melcor and Bryan and Company LLP are acting as legal counsel to Melcor. ATB Capital Markets is acting as strategic advisor to the independent committee of Melcor. DLA Piper (Canada) LLP is acting as legal counsel to the REIT Independent Committee and legal counsel to the REIT in connection with the Transaction.
Melcor Developments Ltd. (TSX:MRD) completed the acquisition of remaining 44.60% stake in Melcor REIT Limited Partnership on April 23, 2025.