Artis backer Sandpiper lays down terms for its support

Executive Summary

• Sandpiper Group, holding approximately 20% of Artis Real Estate Investment Trust (Artis), has entered into voting support agreements with Artis and RFA Capital Holdings Inc.
• The agreements support the proposed arrangement transaction where RFA Capital will acquire all common units of Artis.
• Sandpiper has committed to voting in favor of the transaction, refraining from selling units, and not engaging in competing acquisition discussions.

Key Details

• Transaction Context: The voting support is in connection with the proposed arrangement of RFA Capital Holdings Inc. and Artis Real Estate Investment Trust, where RFA will acquire all of the common units of Artis.
• Sandpiper's Stake: Immediately prior to and after the announcement, Sandpiper and its joint actors beneficially owned and controlled 19,273,559 units, representing approximately 20.0% of the issued and outstanding units.
• Voting Commitments: Sandpiper agreed to vote its units in favor of the transaction and against any alternative or competing transactions.
• Transfer Restrictions: Sandpiper agreed not to sell, transfer, gift, assign, or encumber its units, except pursuant to the arrangement agreement or with written consent from RFA.
• Non-Interference: Sandpiper agreed not to exercise dissent rights, oppose the transaction, or engage in negotiations with any other party regarding an acquisition proposal for Artis.
• Regulatory Status: Closing is subject to court approvals and customary regulatory approvals.
• Related Filings: An early warning report will be filed by Sandpiper in accordance with applicable securities laws.
• Reference: The transaction was previously announced in a press release by Artis and RFA dated Sept. 15, 2025.