European Residential has backing for Cdn Apartment deal

Executive Summary

• Independent proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. have both recommended that unitholders of European Residential Real Estate Investment Trust vote in favor of the proposed arrangement with Canadian Apartment Properties REIT (CAPREIT).
• The transaction is supported by fairness opinions from BMO Nesbitt Burns Inc. and Haywood Securities Inc., as well as a formal valuation from Haywood.
• The REIT board has unanimously recommended that public unitholders approve the arrangement.

Key Details

• ISS Recommendation Rationale:
  • Certainty of value and immediate liquidity provided by cash consideration.
  • Offer price is above the midpoint of the formal valuation.
  • A robust market check process was conducted by the board of trustees.
  • Limited upside on a stand-alone basis as the REIT has already completed significant asset dispositions and returned substantial capital via special distributions.
• Glass Lewis Recommendation Rationale:
  • Provides a fully cash exit.
  • The deal is not subject to a financing condition.
  • No competing proposals for the entire REIT emerged during an extended process.
• Voting Deadline: April 24, 2026, at 10 a.m. Toronto time (or 24 hours prior to any adjournment/postponement).
• Meeting Details: Scheduled for April 27, 2026, at 10 a.m. Toronto time via virtual-only live webcast.
• Board Status: The REIT board unanimously determined the arrangement is in the best interests of the REIT and that the consideration is fair from a financial point of view (conflicted trustees abstained).