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
-- 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
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
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CO: TransGlobe Apartment Real Estate Investment Trust
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-0- Apr/26/2012 10:45 GMT
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