Ms. Jenny Chou of European Residential reports
ISS AND GLASS LEWIS ENDORSE EUROPEAN RESIDENTIAL REAL ESTATE INVESTMENT TRUST'S ARRANGEMENT WITH CANADIAN APARTMENT PROPERTIES REAL ESTATE INVESTMENT TRUST
The two leading independent proxy advisory firms Institutional Shareholder Services Inc. and Glass, Lewis & Co. have both recommended that holders of trust units and non-participating special voting units of European Residential Real Estate Investment Trust vote
for
the proposed arrangement with Canadian Apartment Properties REIT at the coming special meeting of unitholders.
ISS stated that the transaction makes sense due to the certainty of value and immediate liquidity provided by the cash consideration. Among other reasons for its recommendation, it noted that the offer price is above the midpoint of the formal valuation, that the REIT's board of trustees conducted a robust market check process and that the upside on a stand-alone basis appears limited as the REIT has already completed significant asset dispositions and returned substantial capital to unitholders through special distributions.
Among other reasons for its recommendation, Glass Lewis noted that the arrangement provides a fully cash exit, is not subject to a financing condition and follows an extended process during which no competing proposal for the entire REIT emerged. In this context, the certainty of value and execution compares favourably with the more uncertain stand-alone alternative.
Permission to use quotations from ISS's and Glass Lewis's reports was neither sought nor obtained.
In addition to the recommendations from ISS and Glass Lewis, the arrangement has been supported by fairness opinions provided to a special committee of independent trustees of the REIT and the REIT board from each of BMO Nesbitt Burns Inc. and Haywood Securities Inc. and a formal valuation from Haywood. After receiving the unanimous recommendation of the special committee and based on advice from its independent financial and legal advisers, the REIT board unanimously (with conflicted trustees abstaining) determined that the arrangement is in the best interests of the REIT and the consideration to be received by unitholders other than CAPREIT and its affiliates is fair, from a financial point of view, to the public REIT unitholders and is unanimously (with conflicted trustees abstaining) recommending that the public REIT unitholders vote
for
the arrangement.
Voting and meeting details
The proxy voting deadline is at 10 a.m. Toronto time on April 24, 2026, or 24 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment or postponement of the meeting.
The meeting is scheduled to be held in a virtual-only meeting format by live webcast on-line at 10 a.m. Toronto time on April 27, 2026. The management information circular and related meeting materials have been filed by the REIT on SEDAR+ and are available under the REIT's profile at
SEDAR+ and on the REIT's website.
Questions? Need help voting?
If you have any questions or need assistance in your consideration of the arrangement or with the completion and delivery of your proxy, please contact the REIT's strategic unitholder adviser and proxy solicitation agent, Shorecrest Group, by telephone toll-free at 1-888-637-5789 or collect at 647-931-7454, or by e-mail at
contact@shorecrestgroup.com.
About
European Residential Real Estate Investment Trust
European Residential is an unincorporated, open-ended real estate investment trust. The European Residential units are listed on the Toronto Stock Exchange under the symbol ERE.UN. European Residential is Canada's only European-focused multiresidential REIT, with a current portfolio of high-quality, multiresidential real estate properties in the Netherlands. As at Dec. 31, 2025, European Residential 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 euros, including approximately 87.9 million euros of assets held for sale.
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