InterRent files management information circular

Executive Summary

• InterRent Real Estate Investment Trust has mailed its management information circular for a special meeting of unitholders to approve an all-cash acquisition by Carriage Hill Properties Acquisition Corp. (a CLV Group and GIC entity).
• The transaction values InterRent at approximately $4 billion, including the assumption of net debt, with unitholders receiving $13.55 per unit in cash.
• The Board of Trustees unanimously recommends approval, citing a significant premium to market price and immediate liquidity, following a 40-day "go-shop" period that yielded no superior proposals.

Key Details

• Transaction Structure: All-cash statutory plan of arrangement under the Business Corporations Act (Ontario).
• Acquirer: Carriage Hill Properties Acquisition Corp., a newly formed entity owned by CLV Group and GIC.
• Consideration: $13.55 per unit in cash for all units other than those held by "retained interest holders."
• Valuation:
  • Total equity value: Approximately $2 billion on a fully diluted basis.
  • Total transaction value: Approximately $4 billion, including the assumption of net debt.
  • Premium: 35% to the closing price of $10.03 on March 7, 2025 (last trading day prior to media speculation); 29% to the 90-day volume-weighted average price on the TSX as of May 26, 2025.
• Regulatory and Legal Status:
  • Competition Act approval obtained on July 9, 2025.
  • Interim order granted by the Ontario Superior Court of Justice (Commercial List) on July 24, 2025, allowing the meeting to be called.
• Meeting Details:
  • Date: August 25, 2025, at 11 a.m. EDT.
  • Location: Gowling WLG (Canada) LLP, Ottawa, Ont.
  • Record Date: July 23, 2025.
• Voting Requirements:
  • Approval by at least 66-2/3% of votes cast by unitholders present in person or by proxy.
  • Simple majority of votes cast by unitholders other than retained interest holders (including Mr. McGahan and CLV affiliates).
• Go-Shop Process:
  • 40-day go-shop period was conducted.
  • 85 potential counterparties contacted; 9 executed confidentiality agreements and conducted diligence.
  • No acquisition proposals were received during the go-shop period.
• Expected Closing: Late 2025 or early 2026, subject to customary conditions including unitholder, court, regulatory, CMHC, and lender approvals.
• Board Recommendation: Unanimous recommendation to vote in favor, based on advice from financial advisers (BMO Capital Markets, National Bank Financial Markets) and legal counsel. Mike McGahan abstained from voting on the recommendation.

Notable Quotes

• "The board... unanimously determined... that it was in the best interests of the REIT to enter into the arrangement agreement and that the arrangement and the transactions contemplated by the arrangement agreement are fair, from a financial point of view, to the unitholders."
• "The all-cash consideration of $13.55 per unit... represents a premium of 35 per cent to the closing price... and a 29-per-cent premium to the REIT's 90-day volume-weighted average price..."
• "The arrangement offers unitholders a number of compelling benefits, including: Significant premium to market price; Certainty of value and immediate liquidity; Compelling value relative to alternatives."