CALGARY, Alberta, April 29, 2020 (GLOBE NEWSWIRE) — Northview Apartment Real Estate Investment Trust (“Northview” or “the REIT”) (TSX:NVU.UN) today announced the filing of a management information circular in connection with the previously announced arrangement agreement (the “Arrangement”) with affiliates of Starlight Group Property Holdings Inc. (“Starlight”) and KingSett Capital Inc. (“KingSett”) (collectively, the “Purchasers”), pursuant to which the Purchasers will acquire Northview and the holders of Northview’s outstanding trust units (“Units”) (other than Starlight’s interest in the REIT which will be rolled into the acquiring entities) will receive $36.25 per Unit (the “Transaction”), payable, at the election of Unitholders, in cash, in a combination of cash and units of a new multi-residential fund (the “High Yield Fund”), or entirely in units of the High Yield Fund.
The price offered to Unitholders represents a 17% premium to the REIT’s 30-day volume weighted average price per Unit on the TSX ended on February 19, 2020 (the day prior to the announcement of the Arrangement), a 12% premium to the REIT’s near all-time high closing price per Unit on the TSX on February 19, 2020 and a 25% premium to the REIT’s Consensus NAV per Unit at February 19, 2020. The REIT’s Board reconfirmed its unanimous recommendation that Unitholders vote IN FAVOUR of the Arrangement Resolution and elect to receive the all-cash consideration available under the Arrangement.“The Transaction represents significant value, certainty and liquidity to our Unitholders,” said Scott Thon, Chair of the Board of Trustees. “I urge Unitholders to carefully review the information circular, and the many reasons why the Board recommends voting IN FAVOUR, and ensuring that your proxy is received in advance of the May 21, 2020 proxy voting deadline.”VOTING AHEAD OF HYBRID GENERAL AND SPECIAL MEETING OF UNITHOLDERSNorthview’s Annual General and Special Meeting of Unitholders (including holders of Special Voting Units), at which approval for the Arrangement will be sought, will be held on Monday, May 25, 2020 at 3:00 p.m. (Mountain time) (the “Meeting”).Northview is in the process of mailing its management information circular and form of proxy or voting instruction form for the Meeting to Unitholders. These documents contain comprehensive information with respect to how registered and beneficial Unitholders may vote in advance of the meeting. The circular is also available at www.northviewreit.com/investor-relations and www.sedar.com. The Record Date for Unitholders to be eligible to vote at the Meeting was March 27, 2020.The deadline for Unitholders to return their completed proxies or otherwise exercise their vote and to elect the form of consideration that they wish to receive is Thursday, May 21, 2020 at 3:00 pm (Mountain Time).Starlight and KingSett have retained Shorecrest Group to act as proxy solicitation agent to assist with Northview’s solicitation of proxies for the Meeting IN FAVOUR of the Arrangement and to provide certain advisory and related services, including assisting Unitholders wishing to elect to receive units of the High Yield Fund in making their election. Starlight and KingSett will pay Shorecrest Group fees at fixed hourly rates based on the number of hours worked by Shorecrest Group, plus related expenses.Due to the ongoing COVID-19 pandemic and recent Provincial and Federal guidance regarding public gatherings, Northview is conducting a hybrid online Meeting. Unitholders will be able to listen to a live webcast of the Meeting and registered Unitholders and duly appointed proxyholders will be able to ask questions online and submit votes in real-time. Unitholders and proxyholders are strongly encouraged not to attend the Meeting in person so that Northview can mitigate potential risks to the health and safety of Unitholders, employees and the community. There will be strict limitations on the number of persons permitted entry to the physical meeting location and guests will not be permitted entry. Rather, Northview urges all Unitholders to vote well in advance of the voting deadline.Details for Unitholders interested in attending the virtual meeting are below. Participants should log in approximately 5-10 minutes prior to the start time.PARTICIPATING ONLINETo access the Meeting:Check that your browser for whichever device you are using is compatible. Visit https://web.lumiagm.com/265965225 on your smartphone, tablet or computer. You will need the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible.
Use the following password to access the online meeting:
Password: north2020
To log in, you must have the following information:
Registered Unitholders
15 digit control number provided by Computershare. If you have appointed a 3rd party proxy, register the appointment at www.computershare.com/Northview.
Appointed Proxyholder
Computershare will email you login credentials provided the appointment has been registered.
An online Meeting user guide has been filed with Northview’s management information circular for the Meeting and is being mailed to Unitholders with the management information circular explaining how registered Unitholders and duly appointed proxyholders will be able to vote online and ask questions at the Meeting.RECEIPT OF INTERIM COURT ORDERNorthview also announced that on April 23, 2020, it was granted an interim order by the Alberta Court of Queen’s Bench (the “Interim Order”) regarding the Arrangement. The Interim Order authorizes Northview to proceed with various matters, including the holding of the Meeting to consider and vote on the proposed Arrangement.Subject to the receipt of the requisite approvals of the REIT’s Unitholders and the final approval of the Arrangement by the Court, and subject to the satisfaction or waiver of the other conditions to completion of the Arrangement, the Arrangement is expected to close by Q3 of 2020.CORPORATE PROFILE
Northview is one of Canada’s largest publicly traded multi-family REITs with a portfolio of approximately 27,000 residential suites and 1.2 million square feet of commercial space in more than 60 markets across eight provinces and two territories. Northview’s well-diversified portfolio includes markets characterized by expanding populations and growing economies, which provides Northview the means to deliver stable and growing profitability and distributions to Unitholders of Northview over time. Northview currently trades on the TSX under the ticker symbol: NVU.UN. Additional information concerning Northview is available at www.sedar.com or www.northviewreit.com.NON-GAAP MEASURES
This press release uses the following non-GAAP measures: net asset value (“NAV”) per Unit. Northview believes this non-GAAP financial measure provides useful information to both management and investors in valuing Northview. NAV is a supplemental measure widely used in the real estate industry. Various methodologies are used by third party analysts to determine their assessment of NAV.NAV per Unit does not have a standard meaning prescribed by GAAP and therefore may not be comparable to similarly titled measures presented by other publicly traded companies, and should not be construed as an alternative to other financial measures determined in accordance with GAAP. More information regarding non-GAAP measures and a reconciliation of each to the nearest IFRS financial measure is available in Northview’s most recent management’s discussion and analysis filed on SEDAR www.sedar.com.CAUTIONARY AND FORWARD-LOOKING STATEMENTS
Certain statements in this news release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements generally can be identified by the use of terms and phrases such as “will”, “may”, “subject to”, “expected”, “if”, “option”, and similar terms and phrases, including references to assumptions and limitations. Some of the specific forward-looking statements in this news release include, but are not limited to, statements with respect to: the Transaction and the terms thereof; the expected date of completion of the Transaction; regulatory, court, unitholder, CMHC and lender approvals; the anticipated benefits of the Transaction to unitholders; and the timing of the release of the REIT’s first quarter results. 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 this news release. The proposed Transaction could be modified, restructured or terminated in accordance with its terms.Forward-looking statements are based on information available at the time they are made, underlying estimates and assumptions made by management and management’s good faith belief with respect to future events, performance and results. Such assumptions include, without limitation, expectations and assumptions concerning the anticipated benefits of the Transaction to unitholders, the receipt in a timely manner of regulatory, court, unitholder, CMHC and lender approvals for the Transaction, and the availability of cash flow from operations to meet monthly distributions.Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond Northview’s control, which may cause actual events, results or performance to be materially different from the events, results, or performance expressed in such forward-looking statements. Such risks and uncertainties include, but are not limited to, general economic, market and business conditions in Canada and globally, governmental and regulatory requirements and actions by governmental authorities, risks associated with investment in and development of multi-family and commercial real estate, competition in the real estate industry, disease outbreak, financing and refinancing risks, changes in economic conditions, changes in interest rates, changes in taxation rules, reliance on key personnel and potential diversion of management time on the Transaction, environmental matters, tenant risks, fluctuations in commodity prices and other risk factors more particularly described in Northview’s most recent Annual Information Form available on SEDAR at www.sedar.com. The anticipated timeline for completion of the Transaction may change for a number of reasons, including the inability to secure necessary regulatory, court, unitholder, CMHC, lender or other approvals in the time assumed, third party litigation or the need for additional time to satisfy the conditions to the completion of the Transaction. Additional risks and uncertainties not presently known to Northview or that Northview currently believes to be less significant may also adversely affect Northview.Readers are cautioned not to place undue importance on forward-looking statements. Northview disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.INVESTORS
Northview Apartment Real Estate Investment TrustMr. Todd Cook
President and Chief Executive Officer
(403) 531-0720Mr. Leslie Veiner
Chief Operating Officer
(403) 531-0720Mr. Travis Beatty
Chief Financial Officer
(403) 531-0720SOLICITATION AGENT FOR THE PURCHASERS
Shorecrest GroupNorth American Toll-Free: 1-888-637-5789
Banks and Brokers and collect calls outside North America: (647) 931-7454
Email at [email protected]
www.shorecrestgroup.comMEDIA
Longview Communications & Public AffairsJoel Shaffer
416-649-8006
[email protected]
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