Parent Capital Corp CEYFF

Going Private Transaction

[YellowBrickRoad]

There were estimates on this board in the 80 to 90 cent range.  The deal is offering 78.  Better than idle money and no distribution.

Company Release - 10/10/2019 4:29 PM ET
 

TORONTO, Oct. 10, 2019 (GLOBE NEWSWIRE) -- Partners Real Estate Investment Trust (the “REIT” or “Partners”) (TSX: PAR.UN) and McCowan and Associates Ltd. (“MAA”) today jointly announced that the REIT has entered into an arrangement agreement (the “Arrangement Agreement”) with MAA pursuant to which MAA will acquire all of the outstanding units of the REIT (each a “Unit”), except for approximately 9,229,704 Units (representing approximately 20.03% of the outstanding Units) owned by MAA and its affiliates, for a price of Cdn. $0.78 per Unit in cash (the “Transaction”).

 

Transaction Highlights:

 

• Partners’ unitholders (the “Unitholders”), except for MAA and its affiliates, will receive Cdn. $0.78 per Unit in cash, representing a premium of 21.9% to the closing price of the Units on the TSX on October 9, 2019, the last trading day prior to the date of this announcement, and a premium of 28.5% to the 30 day volume-weighted average price per Unit on the TSX for the period ending October 9, 2019
• The purchase of 100% of the equity of Partners represents a total enterprise value of approximately $102 million, including the assumption of existing indebtedness.
• The board of trustees of Partners (the “Board”), acting on the unanimous recommendation of a committee of the Board comprised solely of independent trustees (the “Independent Committee”), has approved the transaction and recommends that Unitholders (other than MAA and its affiliates) vote in favour of the transaction.

Transaction Details

 

The Transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Ontario). Completion of the Transaction, which is expected to occur in the fourth quarter of this year, is subject to customary conditions, including court approval, regulatory approval and approval of at least 66 2/3% of the votes cast by Unitholders at the Meeting and a simple majority of the votes cast by the REIT’s minority Unitholders at the Meeting, being all Unitholders other than MAA and its affiliates.

 

Significant Unitholders of the REIT (collectively, the “Locked-Up Unitholders”) have entered into support and voting agreements (the “Support Agreements”) with MAA pursuant to which the Locked-Up Unitholders have agreed, subject to the terms thereof, to vote their Units in favour of the Transaction.  The Locked-Up Unitholders hold, collectively, approximately 36.3% of the Units