- Visit Tricon’s Investor Relations website at
www.triconresidential.com to access materials and information
related to the upcoming Special Meeting.
- Company Shareholders who have questions or
need assistance with voting their Common Shares should contact
Tricon’s proxy solicitation agent and shareholder communications
advisor Laurel Hill Advisory Group by telephone at 1-877-452-7184
or by email at assistance@laurelhill.com.
All financial and share price-related information is
presented in U.S. dollars unless otherwise indicated.
Tricon Residential Inc. (NYSE: TCN, TSX: TCN) (“Tricon” or the
“Company”) today announced that on February 15, 2024, the Ontario
Superior Court of Justice (Commercial List) (the “Court”) granted
an interim order (the “Interim Order”) in connection with the
previously announced statutory plan of arrangement under the
Business Corporations Act (Ontario) (the “Arrangement”) pursuant to
which Blackstone Real Estate Partners X (“BREP X”), together with
Blackstone Real Estate Income Trust, Inc. (“BREIT”, and together
with BREP X and their respective affiliates, “Blackstone”) will
acquire all outstanding common shares of Tricon (“Common Shares”)
for $11.25 (approximately C$15.18 based on the Bank of Canada
USD/CAD exchange rate at February 15, 2024) per Common Share (the
“Consideration”) in cash (the “Transaction”). The Interim Order
authorizes the calling and holding of a special meeting on March
28, 2024 (the “Special Meeting”) of the holders of Common Shares
(the “Company Shareholders”), the granting of dissent rights to
registered Company Shareholders, and other matters relating to the
conduct of the Special Meeting.
The Consideration of $11.25 per Common Share in cash represents
a premium of approximately 30% to the closing price of the Common
Shares on the New York Stock Exchange (“NYSE”) as of January 18,
2024, the last trading day prior to the public announcement of the
Arrangement, and a premium of approximately 42% to the volume
weighted average share price on the NYSE over the 90-day period
ended January 18, 2024. BREIT will maintain its approximately 11%
ownership stake in the Company post-closing.
On the unanimous recommendation of a special committee of the
board of directors of the Company (the “Board”) consisting entirely
of independent directors, the Board (excluding the conflicted
director), in consultation with its financial and legal advisors,
determined that the Arrangement is in the best interests of the
Company and fair to the Company Shareholders (excluding Blackstone)
and unanimously recommends that Company Shareholders vote
FOR the resolution relating to
the Arrangement at the Special Meeting.
Details of the Special Meeting of Company
Shareholders
The Interim Order authorizes and orders that the Special Meeting
be held on Thursday, March 28, 2024 at 10:00 a.m. (Toronto time) in
virtual-only format via live audio webcast, including any
adjournments or postponements thereof. Company Shareholders of
record as of the close of business on Tuesday, February 13, 2024
are entitled to receive notice of, to participate in, and to vote
their Common Shares at the Special Meeting.
The management information circular (the “Circular”) and related
proxy materials in respect of the Special Meeting have been filed
and are available under Tricon’s profile on SEDAR+ at
www.sedarplus.ca, and are in the process of being mailed to Company
Shareholders. A Schedule 13E-3 Transaction Statement (the “Schedule
13E-3”), which includes the Circular and related proxy materials,
has been filed with the U.S. Securities and Exchange Commission
(“SEC”) and is available under Tricon’s profiles on SEDAR+ at
www.sedarplus.ca and EDGAR at www.sec.gov. Details of the Special
Meeting and how Company Shareholders or their duly appointed
proxyholders can attend, access, participate in and vote at the
Special Meeting are set out in the Circular.
The Transaction is subject to the approval of: (i) at least
two-thirds (66 2/3%) of the votes cast by Company Shareholders
present or represented by proxy at the Special Meeting, voting as a
single class; and (ii) because the proposed Arrangement is a
“business combination” subject to Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”), a simple majority (more than 50%) of the votes cast
by Company Shareholders present or represented by proxy at the
Special Meeting, excluding the votes of Blackstone and other
Company Shareholders whose votes are required to be excluded
pursuant to MI 61-101.
How to Vote
The Special Meeting will be held on Thursday, March 28, 2024 at
10:00 a.m. (Toronto time) in virtual format via live audio webcast
at https://web.lumiconnect.com/#/411155572, Password: tricon2024
(case sensitive) and Meeting ID: 411-155-572.
Registered Company Shareholders and duly appointed proxyholders
will be able to attend, participate and vote at the Special Meeting
online. Guests and non-registered Company Shareholders (being
shareholders who hold their common shares through an intermediary)
must duly appoint themselves as proxyholder in order to be able to
vote or ask questions at the Special Meeting.
Company Shareholders are encouraged to submit their vote in
advance by completing a form of proxy accompanying the Circular (in
the case of registered Company Shareholders) or voting instruction
form provided by their intermediary (in the case of non-registered
Company Shareholders).
Company Shareholders must vote their proxy before 10:00 a.m.
(Toronto time) on Tuesday, March 26, 2024 (or, if the Special
Meeting is adjourned or postponed, 48 hours, excluding Saturdays,
Sundays and statutory holidays, prior to the commencement of the
reconvened Special Meeting).
Completion of the Transaction
In addition to the receipt of the requisite approval of the
Company Shareholders at the Special Meeting, the completion of the
Transaction is subject to the final approval of the Arrangement by
the Court, regulatory approvals under the Competition Act (Canada)
and Investment Canada Act, and the satisfaction or waiver of the
other customary conditions. Completion of the Transaction is
expected to occur in the second quarter of this year.
INVESTORS AND COMPANY SHAREHOLDERS ARE URGED TO READ CAREFULLY
AND IN THEIR ENTIRETY THE CIRCULAR, SCHEDULE 13E-3 (INCLUDING ANY
SUPPLEMENTS THERETO) AND OTHER PROXY MATERIALS FILED ON SEDAR+ AND
EDGAR, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT TRICON, THE
TRANSACTION, THE SPECIAL MEETING AND RELATED MATTERS. In addition
to receiving the Circular and related proxy materials by mail,
Company Shareholders are also able to obtain these documents, as
well as other filings containing information about Tricon, the
Transaction, the Special Meeting and related matters, without
charge on Tricon’s Investor Relations website at
www.triconresidential.com as well as under Tricon’s profiles on
SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
About Tricon Residential Inc.
Tricon Residential Inc. (NYSE: TCN, TSX: TCN) is an owner,
operator and developer of a growing portfolio of approximately
38,000 single-family rental homes in the U.S. Sun Belt and
multi-family apartments in Toronto, Canada. Our commitment to
enriching the lives of our employees, residents and local
communities underpins Tricon’s culture and business philosophy. We
provide high-quality rental housing options for families across the
United States and in Toronto, Canada through our technology-enabled
operating platform and dedicated on-the-ground operating teams. Our
development programs are also delivering thousands of new rental
homes and apartments as part of our commitment to help solve the
housing supply shortage. At Tricon, we imagine a world where
housing unlocks life’s potential. For more information, visit
www.triconresidential.com.
Questions
If you have any questions about the information contained in
this news release in connection with the Special Meeting, or
require any assistance voting, please contact our proxy
solicitation agent and shareholder communications advisor, Laurel
Hill Advisory Group, at 1-877-452-7184 (toll-free within North
America) or by calling 1-416-304-0211 (outside of North America) or
by email at assistance@laurelhill.com.
Forward -Looking
Information
Certain statements contained in this news release may constitute
forward-looking information within the meaning of applicable
Canadian securities laws. Forward-looking information is often, but
not always, identified by the use of words such as "anticipate",
"plan", "expect", "may", "will", "intend", "should", and similar
expressions. This information involves known and unknown risks,
uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such
forward-looking information. Forward-looking information in this
news release includes, but is not limited to, the following:
statements with respect to the holding of the Special Meeting and
the timing thereof, statements with respect to the mailing of the
Circular and related proxy materials, statements with respect to
the anticipated benefits to Company Shareholders, and statements
with respect to the expected completion of the Transaction and the
timing thereof, and the satisfaction of the conditions to closing
of the Transaction.
Such forward-looking information and statements involve risks
and uncertainties and are based on management’s current
expectations, intentions and assumptions, including expectations
and assumptions concerning receipt of required approvals and the
satisfaction of other conditions to the completion of the
Transaction. There can be no assurance that the proposed
Transaction will be completed, or that it will be completed on the
terms and conditions contemplated. Accordingly, although the
Company believes that the expectations and assumptions on which the
forward-looking information contained in this news release is based
are reasonable, undue reliance should not be placed on the
forward-looking information because Tricon can give no assurance
that it will prove to be correct. Since forward-looking information
addresses future events and conditions, by its very nature it
involves inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number
of factors and risks. These include, but are not limited to: the
failure to obtain necessary approvals or satisfy (or obtain a
waiver of) the conditions to closing the Transaction; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Transaction; material adverse
changes in the business or affairs of Tricon; Tricon’s ability to
obtain the necessary Company Shareholder approval (including the
“minority approval”) at the Special Meeting; the parties’ ability
to obtain requisite Court and regulatory approvals; either party’s
failure to consummate the Transaction when required or on the terms
as originally negotiated; risks related to the disruption of
management time from ongoing business operations due to the
Transaction and possible difficulties in maintaining customer,
supplier, key personnel and other strategic relationships;
potential litigation relating to the Transaction, including the
effects of any outcomes related thereto; the possibility of
unexpected costs and liabilities related to the Transaction;
competitive factors in the industries in which Tricon operates;
interest rates, currency exchange rates, prevailing economic
conditions; and other factors, many of which are beyond the control
of Tricon. Additional factors and risks which may affect Tricon,
its business and the achievement of the forward-looking statements
contained herein are described in the “Risk Factors” section of the
Circular as well as Tricon’s annual information form and Tricon’s
management’s and discussion and analysis for the year ended
December 31, 2022, and in the other subsequent reports filed on the
SEDAR+ profile of Tricon at www.sedarplus.ca and Tricon’s filings
with the SEC, including the Schedule 13E-3, which includes the
Circular, on www.sec.gov.
The forward-looking information contained in this news release
represents Tricon’s expectations as of the date hereof, and is
subject to change after such date. Tricon disclaims any intention
or obligation to update or revise any forward-looking information
whether as a result of new information, future events or otherwise,
except as required under applicable securities laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240216552237/en/
For further information, please contact: Wissam Francis
EVP & Chief Financial Officer Email:
IR@triconresidential.com
Wojtek Nowak Managing Director, Capital Markets
Tricon Media Contact: Tara Tucker Senior Vice President,
Corporate and Public Affairs Email:
mediarelations@triconresidential.com
Tricon Residential (NYSE:TCN)
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