Minto Apartment Real Estate Investment Trust Announces Going-Private Transaction with Crestpoint Real Estate Investments Limited Partnership and Minto Group

Executive Summary

• Minto Apartment REIT entered a statutory plan of arrangement to be acquired by Crestpoint (affiliated with Connor, Clark & Lunn) and Minto Group for an all‑cash $18.00 per Trust Unit (~$2.3 bn valuation), representing a 32% premium to the last closing price.
• The Special Committee and Board unanimously approved the transaction and recommend that unitholders vote in favour; voting support agreements cover ~44.3% of voting interest, including an irrevocable 42.7% support from Minto.
• The transaction is expected to be voted on at a special meeting in March 2026 and close in H2 2026, after which the Trust Units will be delisted from the TSX and the REIT will cease reporting obligations.

Key Details

• Consideration: $18.00 cash per Trust Unit (all‑cash).
• Premiums: 32% above Jan 2 2026 closing price; 35% above 20‑day VWAP ending Jan 2 2026.
• Valuation: Independent fairness opinions from Desjardins Capital Markets (fair value $17.00–$19.00 per unit) and BMO Capital Markets deem the consideration fair.
• Transaction Structure: Statutory plan of arrangement under Ontario Business Corporations Act & Trustee Act; no financing condition.
• Voting Requirements: ≥ 2/3 of votes cast by all unitholders; simple majority excluding retained interest holders per MI 61‑101.
• Meeting Timeline: Special meeting to consider the transaction scheduled for March 2026; closing anticipated in H2 2026, subject to court approval, Competition Act clearance, CMHC consent, and lender consents.
• Termination Fees: $42.1 million payable by REIT to Crestpoint/Minto if arrangement terminated due to board recommendation change; reverse termination fee of $47.7 million payable to REIT if counterparties fail to fund closing under otherwise satisfied conditions.
• Voting Agreements: Minto holds ~42.7% voting interest and entered an irrevocable voting agreement with Crestpoint to vote in favour and against competing bids for the term of the arrangement plus six months thereafter. All trustees and executive officers also signed voting agreements.
• Retained Interest Holders: Units held by Minto and certain senior officers are excluded from the acquisition; they will retain a “Retained Interest.” Post‑closing, Minto (and affiliates) expected to own ~49.9% of the limited partnership interests in the underlying portfolio.
• Distribution Continuation: REIT will continue its regular monthly cash distribution of $0.04458 per Trust Unit through closing.
• Delisting & Reporting: Upon completion, Trust Units will be delisted from the TSX and the REIT will cease to be a reporting issuer in Canada.
• Advisors:
• Counsel – Blake, Cassels & Graydon LLP (Special Committee); Goodmans LLP (REIT); Torys LLP (Minto/Crestpoint); McCarthy Tétrault LLP (Crestpoint).
• Financial advisors/valuators – Desjardins Capital Markets (independent valuator), BMO Capital Markets (fairness opinion) for the Special Committee; TD Securities Inc. (Minto/Crestpoint).

Notable Quotes

• “This transaction provides Trust Unitholders with near‑term liquidity at a significant premium… capital markets remain sub‑optimal for the Canadian multi‑family sector.” – Jonathan Li, President & CEO, Minto Apartment REIT
• “We are pleased to deliver significant and near‑term value to our Trust Unitholders through this all‑cash transaction.” – Allan Kimberley, Chair of the Special Committee
• “We are proud to partner with Minto… an exceptional opportunity …” – Kevin Leon, President & CEO, Crestpoint
• “This partnership is a decisive, forward‑looking move… Minto will continue to manage the portfolio moving forward.” – Michael Waters, CEO, Minto Group