MIL-OSI: WPT Industrial Real Estate Investment Trust Mails Circular for Special Meeting of Unitholders and Announces Receipt of Interim Court Order for Plan of Arrangement

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Source: GlobeNewswire (MIL-OSI)

TORONTO, Sept. 10, 2021 (GLOBE NEWSWIRE) — WPT Industrial Real Estate Investment Trust (the “REIT”) (TSX: WIR.U; WIR.UN – OTCQX: WPTIF) today announced the mailing of its management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of the REIT’s unitholders (the “Unitholders”) to consider the previously announced plan of arrangement (the “Arrangement”) pursuant to which an affiliate of Blackstone Real Estate Income Trust, Inc. would acquire all of the outstanding trust units of the REIT (each, a “Unit”) through a series of transactions that would result in Unitholders receiving US$22.00 per Unit in cash (the “Consideration”), subject to applicable withholdings (the “Transaction”), all as more particularly described in the Circular.

Recommendation of the Board of Trustees

After receiving the unanimous recommendation of a committee (the “Special Committee”) of independent members of the Board of Trustees of the REIT (the “Board of Trustees”), and in consultation with its financial and legal advisors, the Board of Trustees has unanimously determined that the Transaction is in the best interests of the REIT and the Unitholders and that the Arrangement and the transactions contemplated thereby are fair to the Unitholders, and is unanimously recommending that Unitholders vote in favour of the Transaction.

Reasons for the Recommendation

  • The Consideration to be received by Unitholders represents a significant premium to the recent trading price of the Units prior to the announcement of the Transaction as well as the REIT’s research consensus net asset value estimate;
  • The all-cash consideration provides Unitholders with certainty of value and liquidity immediately upon the closing of the Transaction, in comparison to the risks, uncertainties and longer potential timeline for realizing equivalent value from the REIT’s standalone business plan or possible strategic alternatives;
  • Prior to entering into the arrangement agreement, the Board of Trustees and the Special Committee, which was formed to, among other things, evaluate the proposal from Blackstone and other alternatives available to the REIT, assessed the relative benefits and risks of various alternatives available to the REIT and concluded that the proposed Transaction presents compelling value relative to reasonable alternatives;
  • The Transaction is the result of a rigorous arm’s length negotiation process that was undertaken with the oversight and participation of the Special Committee and the Board of Trustees and their financial and legal advisors; and
  • Blackstone’s extensive experience in the real estate industry and proven ability to complete large acquisitions, including substantial experience with take-private transactions, as well as Blackstone’s substantial available capital.

Voting at Virtual Meeting of Unitholders

The Meeting is scheduled to be held on Thursday, October 7, 2021 at 10:00 a.m. (Toronto time). At the Meeting, Unitholders will consider, and, if deemed advisable, pass, with or without amendment, a special resolution of the Unitholders to approve the Arrangement.

The Circular, form of proxy, voting instruction form and letter of transmittal, as applicable, for the Meeting contain important information with respect to how registered and beneficial Unitholders may vote at the Meeting. The Circular is also available on the REIT’s website at www.wptreit.com and under the REIT’s profile on SEDAR at www.sedar.com. Only Unitholders of record as of the close of business (Toronto time) on August 27, 2021 are eligible to vote at the Meeting.

The deadline for completed proxies to be received by the REIT’s transfer agent is Tuesday, October 5, 2021 at 10:00 a.m. (Toronto time).

The REIT will be holding the Meeting in a virtual-only format, which will be conducted via live audio webcast online at https://meetnow.global/M7S59QJ. During the audio webcast, Unitholders will be able to hear the Meeting live, and registered Unitholders and duly appointed proxyholders will be able to submit questions and vote at the Meeting. The Circular provides important and detailed instructions about how to participate at the virtual Meeting.

Unitholder Questions and Assistance

Unitholders who have questions regarding the Transaction or require assistance with voting may contact the REIT’s proxy solicitation agent and unitholder communications advisor, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (outside of North America) or by e-mail at assistance@laurelhill.com.

Receipt of Interim Court Order

The REIT also announced today that, on September 2, 2021, the Supreme Court of British Columbia (the “Court”) granted an interim order regarding the Arrangement (the “Interim Order”). The Interim Order authorizes the REIT to proceed with various matters relating to the Arrangement, including the holding of the Meeting for Unitholders to consider and vote on the Arrangement.

Subject to the receipt of the requisite approval of the Unitholders, the final approval of the Arrangement by the Court and the satisfaction of other customary conditions, the Transaction is expected to close in the fourth quarter of 2021.

About WPT Industrial Real Estate Investment Trust

WPT Industrial Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario. The REIT acquires, develops, manages and owns distribution and logistics properties located in the United States. WPT Industrial, LP (the REIT’s operating subsidiary) indirectly owns or manages a portfolio of properties across 19 U.S. states consisting of approximately 38.0 million square feet of GLA and 112 properties.

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 expected completion of the Transaction and the timing thereof, the anticipated benefits of the Transaction to the Unitholders, satisfaction of the conditions to the closing of the Transaction, and the holding of the Meeting of Unitholders and the timing thereof.

The forward-looking information contained in this news release is based on certain expectations and assumptions made by the REIT, including expectations and assumptions concerning receipt of required approvals and the satisfaction of other conditions to the completion of the Transaction, and that the arrangement agreement will not be amended or terminated. There can be no assurance that the proposed Transaction will be completed, or that it will be completed on the terms and conditions contemplated in the arrangement agreement.

Although the REIT 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 the REIT 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 as contained in the arrangement agreement; the occurrence of any event, change or other circumstance that could give rise to the termination of the arrangement agreement; material adverse changes in the business or affairs of the REIT; the parties’ ability to obtain requisite Court approval; either party’s failure to consummate the Transaction when required or on the terms as originally negotiated; competitive factors in the industries in which the REIT operates; interest rates, currency exchange rates, prevailing economic conditions; and other factors, many of which are beyond the control of the REIT. Additional factors and risks which may affect the REIT, its business and the achievement of the forward-looking statements contained herein are described in the REIT’s annual information form and the REIT’s management’s and discussion and analysis for the year ended December 31, 2020 and in the other subsequent reports filed under the REIT’s profile on www.sedar.com.

The forward-looking information contained in this news release represents the REIT’s expectations as of the date hereof, and is subject to change after such date. The REIT 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 Canadian securities laws.

For more information, please contact:

Scott Frederiksen, Chief Executive Officer
Matt Cimino, Chief Operating Officer
Tel: (612) 800-8530
IR@wptreit.com 

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