23:27:28 EST Mon 02 Mar 2026
Enter Symbol
or Name
USA
CA



Symbol CAR
Close 2026-03-02 C$ 37.92
Recent Sedar+ Documents

ORIGINAL: European Residential Real Estate Investment Trust Announces Going-Private Transaction with Canadian Apartment Properties Real Estate Investment Trust

2026-03-02 19:30 ET - News Release

This news release constitutes a “designated news release” for the purposes of CAPREIT’s prospectus supplement dated May 15, 2025, to its short form base shelf prospectus dated May 15, 2025.

Key highlights:

  • ERES Unitholders to receive all-cash consideration of $1.19 per ERES Unit
  • ERES’s Special Committee and Board (with conflicted trustees abstaining) have unanimously approved the Transaction and recommend that Public ERES Unitholders vote in favour of the Transaction
  • The ERES Special Committee and Board have obtained Fairness Opinions from BMO Capital Markets and Haywood, and a formal valuation from Haywood

TORONTO, March 02, 2026 (GLOBE NEWSWIRE) -- European Residential Real Estate Investment Trust (“ERES”) (TSX: ERE.UN) and Canadian Apartment Properties Real Estate Investment Trust (“CAPREIT”) (TSX: CAR.UN) today announced that they have entered into an arrangement agreement (the “Arrangement Agreement”) together with certain other parties pursuant to which an affiliate of CAPREIT will acquire all of the issued and outstanding units of ERES (each, an “ERES Unit”) not already owned by CAPREIT for consideration of $1.19 per ERES Unit in an all-cash transaction (the “Transaction”). The Transaction values ERES at approximately $441 million, including debt and the ERES Units and class B limited partnership units (“Class B Units”) of ERES Limited Partnership owned by an affiliate of CAPREIT.

The Transaction successfully concludes ERES’s strategic review process conducted by ERES under the oversight of a committee of independent trustees (the “Special Committee”) of the board of trustees of ERES (the “Board”) advised by independent and highly qualified legal and financial advisors.

The Transaction represents a successful culmination of the value enhancement strategy to maximize value for ERES and its unitholders (the “ERES Unitholders”). Since 2024, ERES has returned €1.90 per ERES Unit (approximately $2.96 per ERES Unit) in special distributions to ERES Unitholders. When combined with the Transaction consideration of $1.19 per ERES Unit, the cumulative return of capital to ERES Unitholders totals approximately $4.15 per ERES Unit. This amount is approximately 32% above the closing ERES Unit price of $3.15 on November 6, 2024, prior to announcement of a special meeting of ERES Unitholders to facilitate the value enhancement strategy.

After receiving the unanimous recommendation of the Special Committee and in consultation with its independent financial and legal advisors, the Board has unanimously (with conflicted trustees abstaining) determined that the Transaction is in the best interests of ERES and the consideration to be received by ERES Unitholders, other than CAPREIT and its affiliates (the “Public ERES Unitholders”), is fair and is unanimously (with conflicted trustees abstaining) recommending that the Public ERES Unitholders vote in favour of the Transaction.

“We are pleased with the outcome of ERES’s final strategic review, which reflects the culmination of a disciplined, multi-year wind-down focused on prudent financial management and value maximization,” commented Jenny Chou, Chief Financial Officer of ERES. “Consistent with those principles, this all-cash Transaction enables the efficient return of remaining capital to Public ERES Unitholders, and brings our mandate to an orderly and definitive close.”

“The strategic review was thorough and comprehensive, with all proposals for ERES’s residual portfolio carefully evaluated,” added Ira Gluskin, Chair of the Special Committee of ERES. “Following this process, the Special Committee, together with its independent financial advisors, determined that this Transaction achieves a fair consideration that optimizes value for all ERES Unitholders, and therefore represents the most compelling path to the conclusion of ERES’s dissolution. As such, the Special Committee unanimously recommends its approval.”

“This Transaction marks a natural and constructive ending to ERES, after several successful years of diligent, well-executed downsizing,” said Stephen Co, Chief Financial Officer of CAPREIT. “By taking ERES private, CAPREIT can determine the future of the remaining assets in alignment with its long-term objectives, while providing Public ERES Unitholders with a timely and certain all-cash exit. We believe this outcome delivers an ideal resolution for both ERES and CAPREIT unitholders alike.”

Reasons for Recommendation

The conclusions and recommendations of the Special Committee and the Board (with conflicted trustees abstaining) were based on a number of factors, including the following:

  • Cash Consideration Provides Certainty of Value and Immediate Liquidity. The Transaction represents the successful completion of ERES’s value-enhancement strategy, delivering all-cash consideration of $1.19 per ERES Unit purchased, which is not subject to any financing conditions, allowing ERES Unitholders to realize immediate value for ERES’s remaining portfolio in the near term. When combined with €1.90 per ERES Unit (approximately $2.96 per ERES Unit) in special distributions returned to ERES Unitholders since 2024, ERES Unitholders will have received a cumulative return of capital of approximately $4.15 per ERES Unit. This amount is approximately 32% above the closing ERES Unit price of $3.15 on November 6, 2024, prior to announcement of a special meeting of ERES Unitholders to facilitate the value enhancement strategy.
  • Robust and Thorough Strategic Review Process. The Transaction emerged from a robust and thorough multi-year strategic process, commencing with ERES’s prior strategic review announced in 2023. In 2025, the Board authorized management to take all steps as may be necessary or advisable to execute on the continued disposition of ERES’s properties and/or effect a sale of ERES and sought to do so in a responsible, disciplined and timely manner. As a result, ERES has undertaken discussions with numerous strategic and financial counterparties over several years with a view to maximizing value for ERES Unitholders. Taken together with previously announced portfolio dispositions, the Transaction represents the successful culmination of this strategy.
  • Comparison to Alternatives. The Transaction presents greater and more certain value to ERES Unitholders than other strategic alternatives reasonably available to ERES. In particular, selling the entire remaining portfolio (all assets and liabilities) to one purchaser provides greater speed and certainty of execution than the alternative of further individual portfolio dispositions followed by the discharge of ERES’s remaining liabilities and the wind-up and dissolution of ERES.
  • Arm’s Length Negotiation and Oversight. The Arrangement Agreement and offer price is the result of a rigorous, arm’s-length negotiation process that was undertaken with the oversight and participation of the Special Committee. The Special Committee comprises solely trustees who are independent of management and CAPREIT and is advised by experienced, qualified and independent financial and legal advisors. The advice received included analysis of other potential alternatives available to ERES, as well as a formal valuation and fairness opinions, as further discussed below.
  • Value Supported by Formal Valuation and Fairness Opinions. The consideration of $1.19 per ERES Unit is supported by a formal valuation (the “Formal Valuation”) from Haywood Securities Inc. (“Haywood”) and fairness opinions (the “Fairness Opinions”) from BMO Capital Markets and Haywood, and is within the range in the Formal Valuation. In connection with its Formal Valuation and Fairness Opinion, Haywood will receive a fixed fee that is not dependent on the completion of the Transaction or the conclusions reached therein.
  • Limited Closing Conditions and Absence of Regulatory Approvals. The Transaction is subject to a limited number of conditions that the Special Committee and the Board believe are reasonable in the circumstances and the closing of the Transaction is not subject to a financing condition or any regulatory approvals. The Special Committee and the Board believe that the Transaction is likely to be completed in accordance with its terms and within a short period of time following the receipt of required unitholder and court approvals.
  • Ability to Respond to Superior Proposals. Under the Arrangement Agreement, the Board retains the ability to consider, accept and enter into a definitive agreement with respect to an unsolicited “Superior Proposal”, which must (among other things) be reasonably capable of being completed without undue delay, and to change its recommendation in certain limited circumstances, all subject to the terms of the Arrangement Agreement. In the event a Superior Proposal is made and not matched by CAPREIT, the Arrangement Agreement may be terminated by ERES subject to the payment of the termination fee.

Transaction Details

The Transaction is structured as a statutory plan of arrangement under the Canada Business Corporations Act. Completion of the Transaction requires approval by two thirds of the votes cast by ERES Unitholders and holders of the special voting units of ERES (“Special Voting Units”), voting together as a single class, as well as the approval of a simple majority of votes cast by minority ERES Unitholders (which excludes CAPREIT and its affiliates). The Transaction does not require the approval of holders of CAPREIT units.

ERES expects to hold a special meeting of ERES Unitholders and holders of the Special Voting Units of ERES to consider and vote on the Transaction (the “Meeting”) in April 2026. If approved at the Meeting, the Transaction is expected to close in the second quarter of 2026, subject to the waiver or satisfaction of conditions customary for transactions of this nature, including, among others, court approval. The Transaction is not subject to a financing condition.

The Arrangement Agreement provides for customary non-solicitation covenants on the part of ERES, subject to the right of ERES to consider and accept an unsolicited “Superior Proposal” supported by CAPREIT and to change its recommendation in certain limited circumstances, all subject to the terms of the Arrangement Agreement. In addition, the Arrangement Agreement provides that a termination fee of approximately €5.2 million will be payable by ERES to CAPREIT in limited circumstances such as where the Board changes its recommendation.

In connection with the Transaction, each trustee and executive officer of ERES has entered into a voting agreement agreeing to vote their ERES Units in favour of the Transaction.

In connection with the completion of the Transaction, ERES Units are expected to be delisted from the Toronto Stock Exchange (the “TSX”) and ERES will cease to be a reporting issuer in all of the provinces and territories of Canada.

The foregoing summary is qualified in its entirety by the Arrangement Agreement, a copy of which will be filed on SEDAR+.

Fairness Opinions and Formal Valuation

BMO Capital Markets, financial advisor to ERES, and Haywood, independent financial advisor and independent valuator to the Special Committee, have each rendered fairness opinions to the Special Committee and the Board to the effect that, as at March 2, 2026, and subject to the assumptions, limitations and qualifications to be set forth in their respective written Fairness Opinions, the consideration to be received by the Public ERES Unitholders pursuant to the Transaction is fair, from a financial point of view, to such holders. In addition, Haywood has delivered an oral opinion to the Special Committee and the Board that, as at March 2, 2026, and subject to the assumptions, limitations and qualifications to be set forth in Haywood’s written valuation, the fair market value of ERES Units is in the range of $1.05 to $1.25 per ERES Unit.

Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the Formal Valuation and Fairness Opinions and the rationale for the recommendation by the Special Committee and the Board will be provided in the information circular for the Meeting, which will also be filed under ERES’s SEDAR+ profile at www.sedarplus.ca.

Required Early Warning Disclosure

Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, CAPREIT will file an amended early warning report in connection with its participation in the Transaction. CAPREIT holds an approximate 65% effective interest in ERES as at March 2, 2026, assuming exchange of all Class B Units, through the ownership of, or the control or direction over, 10,197,000 ERES Units and 142,040,821 Class B Units. Following completion of the Transaction, CAPREIT will own all of the ERES Units.

A copy of the amended early warning report will be filed with the applicable securities commissions and will be made available under ERES’s SEDAR+ profile at www.sedarplus.ca. Further information and a copy of the amended early warning report of CAPREIT may be obtained by contacting: Stephen Co, Chief Financial Officer, CAPREIT, (416) 306-3009. CAPREIT is an “open-end” real estate investment trust created and governed by a declaration of trust dated February 3, 1997, under the laws of the Province of Ontario, as amended and restated from time to time, including most recently on June 1, 2022. The head office address of CAPREIT and ERES is 11 Church Street, Suite 401, Toronto, Ontario, Canada M5E 1W1.

Advisors

BMO Capital Markets is acting as financial advisor to ERES. Haywood is acting as independent financial advisor and independent valuator to the Special Committee.

Miller Thomson LLP is acting as legal counsel to the Special Committee and Stikeman Elliott LLP is acting as legal counsel to ERES.

Torys LLP is acting as legal counsel to CAPREIT.

About European Residential Real Estate Investment Trust

ERES is an unincorporated, open-ended real estate investment trust. The ERES Units are listed on the TSX under the symbol ERE.UN. ERES is Canada’s only European-focused multi-residential REIT, with a current portfolio of high-quality, multi-residential real estate properties in the Netherlands. As at December 31, 2025, ERES owned 1,029 residential suites, including 410 suites classified as assets held for sale, and ancillary retail space located in the Netherlands, with a total fair value of approximately €310.1 million, including approximately €87.9 million of assets held for sale. ERES’s registered and principal business office is located at 11 Church Street, Suite 401, Toronto, Ontario M5E 1W1. For more information please visit ERES’s website at www.eresreit.com.

About Canadian Apartment Properties Real Estate Investment Trust

CAPREIT is Canada’s largest publicly traded provider of quality rental housing. As at December 31, 2025, CAPREIT owns approximately 45,500 residential apartment suites and townhomes (excluding approximately 400 suites classified as assets held for sale), that are well-located across Canada and, to a lesser extent, the Netherlands, with a total fair value of approximately $14.7 billion (excluding approximately $0.1 billion of assets held for sale). For more information about CAPREIT, its business and its investment highlights, please visit CAPREIT’s website at www.capreit.ca and CAPREIT’s public disclosures which can be found under its profile at www.sedarplus.ca.

Cautionary Statements Regarding Forward-Looking Information

Certain statements contained in this news release constitute forward-looking information within the meaning of applicable Canadian securities laws, which reflect ERES’s and CAPREIT’s current expectations and projections about future results. Forward-looking information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intent”, “estimate”, “anticipate”, “believe”, “consider”, “should”, “plans”, “predict”, “potential”, “could”, “likely”, “approximately”, “scheduled”, “forecast” or “continue”, or similar expressions suggesting future outcomes or events. The forward-looking information in this news release relates only to events or information as of the date on which the statements are made in this news release. The forward-looking information in this news release includes, without limitation, statements with respect to the Transaction, including statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the terms and conditions of the Arrangement Agreement, the expected benefits of the Transaction, the anticipated timing and the various steps to be completed in connection with the Transaction, including receipt of required unitholder and court approval, the anticipated timing for closing of the Transaction, the anticipated timing for the Meeting, the anticipated delisting of the ERES Units from the TSX and ERES’s status as a reporting issuer under applicable securities laws. Such forward-looking information is based on a number of assumptions that may prove to be incorrect, including with regards to 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.

Forward-looking information in this news release is subject to certain risks and uncertainties, many of which are beyond ERES’s and CAPREIT’s control, which could result in actual results differing materially from this forward-looking information. These risks and uncertainties 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 ERES; any party’s failure to consummate the Transaction when required or on the terms as originally negotiated; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; risks related to the diversion of management’s attention from ERES’s and CAPREIT’s ongoing business operations; and the risks and uncertainties described under the heading “Risks and Uncertainties” in ERES’s and CAPREIT’s 2025 Annual Reports, each of which is available under ERES’s or CAPREIT’s respective profiles on SEDAR+ at www.sedarplus.ca.

Actual results and developments may differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this news release. Although ERES and CAPREIT believe that the expectations reflected in forward-looking information are reasonable, they can give no assurances that the expectations of any forward-looking information will prove to be correct. Accordingly, readers should not place undue reliance on forward-looking information. Except as specifically required by applicable Canadian securities laws, ERES and CAPREIT do not undertake any obligation to update or revise publicly any forward-looking information, whether as a result of new information, future events or otherwise, after the date on which the information is provided or to reflect the occurrence of unanticipated events. This forward-looking information should not be relied upon as representing ERES’s or CAPREIT’s views as of any date subsequent to the date of this news release.

European Residential Real Estate Investment Trust Contact

Ms. Jenny Chou

Chief Financial Officer

European Residential Real Estate Investment Trust

Tel: (416) 354-0188

Canadian Apartment Properties Real Estate Investment Trust Contact

Mr. Stephen Co

Chief Financial Officer

Canadian Apartment Properties Real Estate Investment Trust

Tel: (416) 306-3009


Primary Logo

© 2026 Canjex Publishing Ltd. All rights reserved.