Melcor REIT Announces Unitholder Approval of Plan of Arrangement

/EIN News/ -- EDMONTON, Alberta, April 11, 2025 (GLOBE NEWSWIRE) -- Melcor Real Estate Investment Trust (“Melcor REIT” or the “REIT”) is pleased to announce that at the special meeting of the holders of units (the “Units”) and special voting units (the “SVUs” and together with the Units, the “Voting Units”) of the REIT held today (the “Meeting”), the holders of Voting Units (collectively, the “Voting Unitholders”) overwhelmingly voted in favour of a special resolution to approve the previously-announced plan of arrangement (the “Special Resolution”) pursuant to which, among other things, Melcor Developments Ltd. will acquire its unowned equity interest (approximately 45%) in Melcor REIT Limited Partnership (“REIT LP”) for $5.50 per Class A LP Unit in cash consideration (the “REIT LP Sale”). Melcor’s unowned equity interest in the REIT LP comprises all of the REIT LP’s outstanding Class A LP Units (approximately 13.0 million units). In accordance with the arrangement (the “Arrangement”), the REIT will use the proceeds from the REIT LP Sale to repurchase and cancel all of the REIT’s outstanding Units (the “Arrangement”).

The Special Resolution required approval by at least: (i) 66⅔% of the votes cast by Voting Unitholders, voting as a single class, present in person or represented by proxy at the Meeting and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by Voting Unitholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting, excluding the votes cast by interested Voting Unitholders whose votes are to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

Voting Unitholders holding 23,798,267 Voting Units, representing approximately 81.814% of the outstanding Voting Units of the REIT, were represented in person or by proxy at the Meeting. The Arrangement 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.

The REIT is scheduled to seek a final order of the Court of King’s Bench of Alberta (the “Final Order”) approving the Arrangement on April 16, 2025. In addition to the Final Order, completion of the Arrangement is subject to the satisfaction or waiver of other customary closing conditions. Assuming the remaining conditions are satisfied or waived, it is expected that the Arrangement will be completed on or about April 23, 2025. Following completion of the Arrangement, the REIT’s Units will be de-listed from the Toronto Stock Exchange and an application will be made for the REIT to cease to be a reporting issuer.

Unitholders of the REIT who are registered unitholders must complete and sign the Letter of Transmittal that was enclosed with the management information circular of the REIT dated March 10, 2025 and deliver it, together with the certificate(s) (if applicable) representing the Units and other documents required, to the depositary, Odyssey Trust Company, Trader’s Bank Building, 702 – 67 Yonge Street, Toronto, Ontario M5E 1J8, Attention: Corporate Actions. Unitholders who hold their Units in the name of an intermediary should contact that intermediary in regards to receiving consideration for their Units.

About Melcor REIT

Melcor REIT is an unincorporated, open-ended real estate investment trust. Melcor REIT owns, acquires, manages, and leases quality retail, office and industrial income-generating properties in western Canada. Its portfolio is currently made up of interests in 34 properties representing approximately 2.8 million square feet of gross leasable area located across Alberta and in Regina, Saskatchewan. For more information, please visit www.melcorREIT.ca.

Contact Information:
Tel: 1.780.945.4795
ir@melcorREIT.ca

Voting Unitholders:
Laurel Hill Advisory Group
North America (toll-free): 1-877-452-7184
Outside North America: 1-416-304-0211
Email: assistance@laurelhill.com

Forward Looking Statements

This news release includes forward-looking information and statements (“forward-looking information”) within the meaning of applicable Canadian securities laws. In some cases, forward-looking information can be identified by the use of words such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, and by discussions of strategies that involve risks and uncertainties, certain of which are beyond the REIT’s control. In this news release, forward-looking information includes, among other things, statements relating to the timing and completion of the Arrangement, desilting of the Units and the REIT ceasing to be a reporting issuer.

Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the REIT’s control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. The timing and completion of the Arrangement is subject to customary closing conditions, termination rights and other risks and uncertainties. Although management of the REIT believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that the any transaction, including the Arrangement, will occur or that it will occur on the timetable or on the terms and conditions contemplated. The Arrangement could be modified, restructured or terminated. Readers are cautioned not to place undue reliance on forward-looking information. Additional information on these and other factors that could affect the REIT are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR+ website at www.sedarplus.ca.

The forward-looking information contained in this news release is made as of the date of this news release and neither the REIT nor any other person assumes responsibility for the accuracy and completeness of any forward-looking information, and no one has any obligation to update or revise any forward-looking information, whether as a result of new information, future events or such other factors which affect this information, except as required by law.