An anonymous partner reports
LEADING PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND PURE MULTI-FAMILY REIT LP UNITHOLDERS VOTE FOR THE PLAN OF ARRANGEMENT WITH CORTLAND
Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. LLC, two leading independent proxy advisory firms that provide voting recommendations for institutional investors, have both recommended that unitholders of Pure Multi-Family REIT LP vote for the special resolution at the upcoming special meeting of the unitholders to approve the plan of arrangement pursuant to which an affiliate of Cortland Partners LLC will acquire all of the outstanding: (i) Class A units of Pure Multi-Family for $7.61 (U.S.) per Class A unit (and the equivalent consideration for the Class B units of Pure Multi-Family in accordance with the terms of the limited partnership agreement of Pure Multi-Family); and (ii) convertible unsecured subordinated debentures for $1,346.90 (U.S.) (plus accrued and unpaid interest) for each $1,000 (U.S.) principal amount of debentures, in an all-cash transaction valued at approximately $1.2-billion (U.S.) including net debt.
Favourable ISS and Glass Lewis recommendations
Both ISS and Glass Lewis refer to the strategic rationale for the transaction, the significant premium, certainty of value from the cash consideration and favourable market reaction as factors supporting their for recommendations.
ISS stated the following regarding its recommendation that unitholders vote in favour of the arrangement resolutions:
"The arrangement is the result of arm's-length negotiations between the company and the acquirer that appears to make sense. In particular, the premium paid to unitholders and the fact that the cash component delivers immediate liquidity and value certainty. In addition, the fairness opinions provided and the ability to respond to superior proposals, the favourable market reaction, the reasonable strategic rationale stated by the board, unitholder approval of this resolution is warranted."
In making its recommendation that unitholders vote in favour of the arrangement resolution, Glass Lewis advised:
"[Pure Multi-Family] had been 'in play' at various points over the last two years, affording potential buyers with multiple occasions to make a proposal for [Pure Multi-Family]. Ultimately, no other party ... appears to have been willing to offer a price for [Pure Multi-Family] higher than that agreed upon in the arrangement agreement .... Accordingly, we recommend that unitholders vote for this proposal."
The board of directors of Pure Multi-Family REIT (GP) Inc., the general partner of Pure Multi-Family, after receiving the unanimous recommendation of the special committee and in consultation with its financial and legal advisers, has determined that the transaction is in the best interests of Pure Multi-Family and fair to unitholders and is recommending that unitholders vote in favour of the arrangement resolution.
The meeting is scheduled to be held at 9 a.m. Vancouver time on Sept. 18, 2019, at the offices of Farris LLP, 700 West Georgia St., 25th floor, Vancouver, B.C. Unitholders of record as of the close of business on Aug. 12, 2019, are entitled to receive notice of and to vote at the meeting.
Completion of the transaction is subject to the satisfaction of certain customary conditions. Subject to the satisfaction or waiver of all of the conditions to the transaction, the transaction is expected to be completed on or about Sept. 27, 2019.
The management information circular for the meeting, which is available under Pure Multi-Family's profile at SEDAR provides important information regarding the transaction and related matters, including voting procedures and instructions regarding proxies for registered unitholders unable to attend the meeting in person. Unitholders are urged to read the circular and its schedules carefully and in their entirety.
Vote your units today
The board of directors, after receiving the unanimous recommendation of the special committee recommends that unitholders vote for the arrangement resolution.
Unitholders are reminded to vote at least one business day before the proxy cut-off date of Monday, Sept. 16, 2019, at 9 a.m. Vancouver time.
Unitholders who have questions regarding the transaction or require assistance with voting may contact Pure Multi-Family's information and proxy solicitation agent, Laurel Hill Advisory Group:
About Pure Multi-Family REIT LP
Pure Multi-Family is a Canada-based, publicly traded vehicle that offers investors exposure to attractive, institutional-quality U.S. multifamily real estate assets. Pure Multi-Family owns and operates 22 multifamily apartment communities consisting of 7,085 apartment units in Texas and Arizona, two of the U.S. Sunbelt's leading economies.
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