TransGlobe Apartment REIT to be Privatized by Starlight Investments Ltd.
Key Transaction Highlights
- Unitholders will receive $14.25 in cash per Unit
- The transaction represents a premium of 19.3% to the 20-day volume weighted average Unit price on the TSX
- The REIT has a period of up to 60 days to solicit superior proposals
- The REIT's Board of Trustees unanimously recommends that Unitholders vote in favour of the transaction
TORONTO, April 26, 2012 /CNW/ - TransGlobe Apartment Real Estate Investment Trust (TSX: TGA.UN, TGA.DB) (the "REIT") announced today that it has entered into an acquisition agreement (the "Acquisition Agreement") with PD Kanco LP and Starlight Investments Ltd. (collectively with their affiliates, "Starlight"), entities controlled by Mr. Daniel Drimmer, pursuant to which holders of REIT trust units ("Units") will be entitled to receive $14.25 in cash for each Unit (the "Transaction") through a combination of a special cash distribution and redemption proceeds.
The total cash consideration of $14.25 per Unit (the "Consideration") represents a premium of 19.3% to the 20-day volume weighted average price of $11.94 per Unit on the Toronto Stock Exchange for the period ended April 25, 2012 and a 15.4% premium to the REIT's closing price of $12.35 per Unit as at April 25, 2012.
The REIT's Board of Trustees, based on the recommendation of a special committee of independent trustees (the "Special Committee"), has unanimously recommended that unitholders (the "Unitholders") vote in favour of the Transaction. TD Securities Inc. ("TD Securities"), financial advisor to the REIT, and National Bank Financial Inc. ("NBF"), financial advisor and independent valuator, have each rendered oral opinions that, as at April 25, 2012, subject to the assumptions and limitations described therein, the Consideration to be received by the Unitholders pursuant to the Transaction is fair, from a financial point of view, to the Unitholders, other than Starlight and the other parties participating in the Transaction and their affiliates. In addition, under the supervision of the Special Committee, NBF has prepared an independent valuation and has rendered its oral opinion that, subject to the assumptions and limitations described therein, as at April 25, 2012, the fair market value of the Units is in the range of $13.25 to $15.25 per Unit.
"We believe this Transaction provides significant value to our Unitholders," said Mr. David Leith, the Chair of the REIT's Special Committee. "The Board of Trustees believes this is an attractive opportunity for our Unitholders and unanimously recommends that they vote in favour of the Transaction."
As part of the Transaction, CAPREIT Limited Partnership (a subsidiary limited partnership of Canadian Apartment Properties Real Estate Investment Trust, collectively with its affiliates, "CAPREIT"), Timbercreek Asset Management Inc. (collectively with its affiliates, "Timbercreek") and a wholly-owned subsidiary of the Public Sector Pension Investment Board ("PSP Investments") have each entered into purchase or subscription arrangements with Starlight and/or the REIT pursuant to which CAPREIT will acquire 14 REIT properties located in Ontario, Québec and Nova Scotia, Timbercreek will acquire 26 REIT properties located in Ontario, Québec and Alberta and Starlight will acquire 63 REIT properties located in Ontario, Alberta, New Brunswick and Nova Scotia, while a joint venture comprised of Starlight and a subsidiary of PSP Investments will acquire the remaining 72 REIT properties located in Ontario, Nova Scotia and New Brunswick.
Starlight and PSP Investments, collectively holders of approximately 26% of the outstanding Units (on a non-diluted basis, but including the issued and outstanding class B limited partnership units of subsidiary limited partnerships of the REIT) have entered into voting and support agreements (the "Support Agreements") with the REIT to, among other things, support the Transaction. In addition, CAPREIT, Timbercreek and PSP Investments have provided limited guarantees in favour of the REIT to support specified obligations under the Acquisition Agreement and the various agreements to which they are a party.
Pursuant to the Acquisition Agreement, the REIT has an initial 45-day go-shop period that will extend from April 26, 2012 to June 9, 2012 (the "Go-Shop Period"), during which it is permitted to solicit superior proposals. The REIT has a single option to extend the Go-Shop Period by 15 days (to June 24, 2012), in certain circumstances. In their Support Agreement, Starlight and PSP Investments have also committed to vote their Units in favour of, or tender their Units into, any superior proposal received during the Go-Shop Period, subject to certain terms and conditions. Starlight will not have the right to match a superior proposal during the Go-Shop Period. If the REIT is successful in soliciting a superior proposal during the Go-Shop Period, there will be a break fee payable to Starlight of $21.1 million. If a superior proposal is received following the expiry of the Go-Shop Period, subject to Starlight's right to match such proposal, Starlight will be entitled to a break fee of $25.0 million.
Completion of the Transaction will require the Unitholders to pass a special resolution (i.e., 66 2/3% of the votes cast) approving the Transaction and effecting certain amendments to the REIT's declaration of trust at a meeting expected to be held on or about June 27, 2012 (the "Meeting"). Given the involvement of REIT insiders in the Transaction, the Transaction will also require approval of a simple majority of the votes cast by Unitholders present in person or represented by proxy at the Meeting, other than Starlight, PSP Investments, CAPREIT, Timbercreek and their respective affiliates. In addition to the requisite Unitholder approvals, the Transaction is subject to (i) customary closing conditions, including notification under the Competition Act (Canada) and the approval of the Toronto Stock Exchange, (ii) receipt of certain required lenders' consents and (iii) other closing conditions (including the absence of any material adverse effect with respect to the REIT). In the event that the Transaction is not completed in certain circumstances, Starlight will pay the REIT a termination fee in the amount of $25.0 million, and will support any superior proposal received by the REIT for 6 months thereafter.
Details of the Transaction as well as the rationale for the Board of Trustees' support of the Transaction will be set out in an information circular to be mailed to the Unitholders in connection with the Meeting. Unitholders are encouraged to read the information circular once it is available. The REIT's annual general meeting of unitholders, scheduled for June 7, 2012, will be adjourned to a date to be determined to coincide with the Meeting.
Completion of the Transaction is expected to constitute a change of control under the trust indenture (the "Debenture Trust Indenture") governing the REIT's outstanding 5.40% extendible convertible unsecured subordinated debentures (the "Convertible Debentures"). Important details regarding the terms of the Convertible Debentures are set out in Debenture Trust Indenture, which has been publicly filed by the REIT under the REIT's profile at www.sedar.com. Holders of Convertible Debentures are encouraged to read the full text of the Debenture Trust Indenture. Pursuant to the Acquisition Agreement, the REIT has agreed to effect a consent solicitation and/or hold a meeting of holders of Convertible Debentures to permit the early redemption of the such debentures, and (if necessary) to exercise its defeasance right therefore.
Blake, Cassels & Graydon LLP acts as legal counsel to the REIT. TD Securities is acting as financial advisor to the REIT. Starlight's financial advisor is CIBC World Markets Inc. and its legal advisors are Cassels Brock & Blackwell LLP and Bloom Lanys Professional Corporation.
Further details regarding the terms of the Transaction are set out in the Acquisition Agreement and certain other agreements entered into contemporaneously with the execution of the Acquisition Agreement, which will be publicly filed by the REIT under the REIT's profile at www.sedar.com.
About TransGlobe Apartment REIT
The REIT is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. The REIT owns a geographically diverse portfolio of 175 residential rental properties containing approximately 21,735 suites principally located in urban centres in Alberta, Ontario, Québec, New Brunswick and Nova Scotia.
Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information may relate to the REIT's future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the REIT. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the REIT or the real estate industry are forward-looking statements. In some cases, forward-looking information can be identified by such terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue", "likely", "schedule", or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to the following: the expected completion of the Transaction and the conditions and consents required with respect thereto; the treatment of holders of Convertible Debentures; and the timing for holding of the Meeting and the matters to be consider thereat.
The REIT has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, financial performance, business strategy and financial needs, including, but are not limited to, the following: the Canadian economy will remain stable; interest rates will remain stable; the Acquisition Agreement will be not be amended; and all conditions precedent to competing the Transaction will be met.
Although the forward-looking statements contained in this press release are based upon assumptions that management of the REIT believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the REIT's control, that may cause the REIT's or the industry's actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, those indentified in the REIT's materials filed under the REIT's profile at www.sedar.com from time to time.
The forward-looking statements made in this press release relate only to events or information as of the date hereof. Except as required by applicable Canadian law, the REIT undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Kelly Hanczyk, Chief Executive Officer
(905) 293-9400 ext. 1972
Leslie Veiner, Chief Financial Officer
(905) 293-9400 ext. 1985
David Leith, Chair of the Special Committee
(905) 293-9400 ext. 1080