InterRent has ISS, Glass Lewis backing for CLV-GIC deal

Executive Summary

• Leading independent proxy advisers ISS and Glass Lewis have recommended that InterRent Real Estate Investment Trust (InterRent) unitholders vote in favor of the previously announced plan of arrangement with Carriage Hill Properties Acquisition Corp., a newly formed entity owned by CLV Group and GIC.
• The transaction offers unitholders cash consideration of $13.55 per unit, representing a 35% premium to the unaffected closing unit price on March 7, 2025, and a 29% premium to the 90-day volume-weighted average price as of May 26, 2025.
• The InterRent board unanimously recommends the special resolution approving the arrangement, which has received support from fairness opinions by BMO Capital Markets and National Bank Financial Markets.

Key Details

• Transaction Structure: Plan of arrangement with Carriage Hill Properties Acquisition Corp. (purchaser), a newly formed entity owned by CLV Group and GIC.
• Consideration: Cash consideration of $13.55 per unit.
• Premiums:
  • 35% premium to InterRent's unaffected closing unit price on the Toronto Stock Exchange (TSX) as of March 7, 2025 (last trading day prior to media speculation).
  • 29% premium to InterRent's 90-day volume-weighted average price on the TSX as of May 26, 2025 (last trading day prior to the announcement).
• Advisory Support:
  • Proxy Advisers: Both ISS and Glass Lewis recommended voting for the arrangement and all other matters to be voted on at the meeting.
  • Fairness Opinions: Provided by BMO Capital Markets and National Bank Financial Markets to the special committee of InterRent's board of trustees and the board.
• Board Recommendation: The board unanimously recommends that unitholders vote for the special resolution approving the arrangement.
• Meeting Details:
  • Date: August 25, 2025, at 11 a.m. EDT.
  • Location: Offices of Gowling WLG (Canada) LLP, 160 Elgin St., Suite 2600, Ottawa, Ont., K1P 1C3.
• Voting Deadlines:
  • Registered unitholders: By Thursday, August 21, 2025, at 11 a.m. EDT.
  • Beneficial unitholders: Earlier time as specified by their intermediaries.
• Proxy Solicitation: Questions or assistance can be directed to Kingsdale Advisors at 1-855-476-7989 or [email protected].

Notable Quotes

• "Both leading independent proxy advisers ISS and Glass Lewis have issued recommendations that unitholders of InterRent Real Estate Investment Trust vote for the previously announced plan of arrangement with Carriage Hill Properties Acquisition Corp... at the coming annual and special meeting of unitholders."
• "The board unanimously recommends to unitholders that they vote for the special resolution approving the arrangement at the meeting."