InterRent files management information circular

Ms. Renee Wei reports INTERRENT REIT ANNOUNCES FILING OF SPECIAL MEETING MATERIALS, RECEIPT OF COMPETITION ACT APPROVAL AND INTERIM ORDER IN RESPECT OF ALL-CASH ACQUISITION BY CLV GROUP AND GIC InterRent Real Estate Investment Trust has mailed the management information circular and related materials for the annual and special meeting of its unitholders to approve, among other things, the previously announced plan of arrangement, pursuant to which Carriage Hill Properties Acquisition Corp. (the purchaser), a newly formed entity owned by CLV Group and GIC, will acquire InterRent in an all-cash transaction valued at approximately $4-billion, including the assumption of net debt. The REIT's board of trustees unanimously recommends to unitholders that they vote for the special resolution approving the arrangement at the meeting. The board, after careful consideration and after having received the unanimous recommendation of the special committee of independent trustees of the REIT, advice from financial advisers and outside legal counsel, and the verbal fairness opinion of BMO Capital Markets and the formal valuation and fairness opinion of National Bank Financial Markets, unanimously determined (with Mike McGahan abstaining from voting in respect thereof) 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 (other than the retained interest holders, as defined in the arrangement agreement). The arrangement offers unitholders a number of compelling benefits, including: Significant premium to market price: The all-cash consideration of $13.55 per unit to be received by unitholders (other than the retained interest holders in respect of their retained units) represents a premium of 35 per cent to the closing price of the units of $10.03 on the Toronto Stock Exchange on March 7, 2025, the last trading day prior to media speculation regarding the REIT, and a 29-per-cent premium to the REIT's 90-day voluime-weighted average price on the TSX as of May 26, 2025, the last trading day prior to the announcement of the arrangement. Certainty of value and immediate liquidity: The consideration to be received by unitholders (other than the retained interest holders in respect of their retained units) is payable entirely in cash and therefore provides unitholders with certainty of value and immediate liquidity. The all-cash consideration removes the risks associated with the REIT remaining an independent public entity as well as external factors such as macroeconomic factors and changes in interest rates. Compelling value relative to alternatives: The arrangement is the result of a comprehensive assessment of various alternatives reasonably available to InterRent, including the continued execution of the REIT's strategic plan and the possibility of soliciting other potential buyers of the REIT. The arrangement agreement also included a 40-day go-shop period, during which the REIT was permitted to actively solicit, facilitate and enter into negotiations with third parties that expressed an interest in acquiring the REIT. As part of the go-shop process, 85 potential counterparties were contacted, and, of those, nine executed confidentiality agreements and conducted diligence, which, despite the interest, did not result in any acquisition proposals (as defined in the arrangement agreement). A comprehensive discussion of the reasons for the recommendation that unitholders vote in favour of the arrangement is included in the circular. The transaction Pursuant to the arrangement agreement, the purchaser will acquire all of the units of the REIT (other than the units of retained interest holders) for $13.55 per unit in cash by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (Ontario). The total equity value of the transaction is approximately $2-billion on a fully diluted basis, and the total transaction value is approximately $4-billion, including the assumption of net debt. The arrangement was announced on May 27, 2025, and is expected to close in late 2025 or early 2026, subject to the satisfaction of customary conditions, including unitholder, court and regulatory approvals, and approvals from Canada Mortgage and Housing Corp. (CMHC) and certain of InterRent's lenders. Receipt of Competition Act approval and interim order On July 9, 2025, the parties obtained the Competition Act approval (as defined in the circular) with respect to the arrangement. On July 24, 2025, the Ontario Superior Court of Justice (Commercial List) granted an interim order providing for the calling and holding of the meeting and certain other matters related to the meeting and the arrangement. The meeting and circular The meeting is scheduled to be conducted as an in-person annual and special meeting of unitholders at 11 a.m. EDT on Aug. 25, 2025, at the offices of Gowling WLG (Canada) LLP, 160 Elgin St., Suite 2600, Ottawa, Ont., K1P 1C3. Unitholders of record as of the close of business on July 23, 2025, are entitled to receive notice of and vote at the meeting. Unitholders who dial in to the meeting through the call details provided in the circular or who view the meeting presentation at the link provided in the circular will not be able to ask questions or vote on the matters put forth at the meeting. The arrangement resolution will require approval by at least: (i) 66-2/3rds per cent of the votes cast by the unitholders present in person or represented by proxy at the meeting; and (ii) a simple majority of the votes cast by the unitholders, other than the retained interest holders, including the votes attaching to the units held by Mr. McGahan and CLV and their affiliated entities (as defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions) required to be excluded under MI 61-101, present in person or represented by proxy at the meeting. The circular provides important information on the arrangement and related matters, including voting procedures and instructions for unitholders unable to attend the meeting in person, as well as certain income tax considerations relevant to a unitholder that participates in the arrangement. Tax matters are complicated, and the income tax consequences of the arrangement to each unitholder will depend on their particular circumstances. Unitholders are urged to consult their own tax advisers to determine the particular tax effects to them of the arrangement and any other consequences to them in connection with the arrangement under Canadian federal, provincial or local tax laws and under foreign tax laws, having regard to their own particular circumstances. For example, there may be different tax treatment (including in certain instances, Canadian withholding tax) for holders that participate in the arrangement as compared with the tax treatment to holders that dispose of their units on the TSX, or otherwise, prior to the arrangement. Certain unitholders, including holders that are non-residents of Canada, may want to consider disposing of their units on the TSX, with a settlement date that is prior to the closing of the arrangement, and should consult their own tax and investment advisers regarding this decision. Unitholders are urged to read the circular and its schedules carefully and in their entirety. The circular is available under the company's profile on SEDAR+ and on the REIT's website. Vote today Act now. The deadline for unitholders to vote for the arrangement is 11 a.m. EDT on Thursday, Aug. 21, 2025. Questions and assistance Unitholders who have questions regarding the arrangement or require assistance with voting may contact Kingsdale Advisors, the REIT's proxy solicitation agent, using their preferred method of communication. Toll-free in North America:  1-855-476-7989 Texts and calls outside North America:  1-647-577-3634 E-mail:  [email protected] About InterRent Real Estate Investment Trust InterRent is a growth-oriented real estate investment trust engaged in increasing unitholder value and creating a growing and sustainable distribution through the acquisition and ownership of multiresidential properties. InterRent's strategy is to expand its portfolio primarily within markets that have exhibited stable market vacancies, sufficient suites available to attain the critical mass necessary to implement an efficient portfolio management structure and offer opportunities for accretive acquisitions. InterRent's primary objectives are to use the proven industry experience of the trustees, management and operational team to: (i) to grow both funds from operations per unit and net asset value per unit through investments in a diversified portfolio of multiresidential properties; (ii) to provide unitholders with sustainable and growing cash distributions, payable monthly; and (iii) to maintain a conservative payout ratio and balance sheet. We seek Safe Harbor.