TORONTO, Nov. 22,
2022 /CNW/ - Summit Industrial Income REIT
("Summit") (TSX: SMU.UN) today announced that it has mailed
the management information circular (the "Circular") and
related materials for the special meeting (the "Meeting") of
its unitholders (the "Unitholders") to approve the
previously announced plan of arrangement (the
"Arrangement"), pursuant to which a joint venture between
GIC and Dream Industrial Real Estate Investment Trust will acquire
all of the assets and assume all of the liabilities of Summit.
Pursuant to the Arrangement, Unitholders will receive $23.50 per unit in cash by way of a special
distribution and a redemption of units, as described in more detail
in the Circular.
The Arrangement was announced on November
7, 2022, and is expected to close in the first quarter of
2023, subject to the satisfaction of customary conditions,
including Summit unitholder, court, and regulatory approvals.
The Meeting is scheduled to be conducted as an in-person special
meeting of Unitholders at 9:00 a.m.
(Toronto time) on December 16, 2022, at the offices of McCarthy
Tétrault LLP, Suite 5300, 66 Wellington Street West, Toronto, Ontario. Unitholders of record as of
the close of business on November 14,
2022, are entitled to receive notice of and vote at the
Meeting. Unitholders will have the option to join the Meeting via
webcast; however, voting may only be conducted by Unitholders in
advance of the Meeting or at the physical meeting in person, not
via webcast. For additional details, Unitholders should refer to
the Circular.
Summit's board of trustees, after consultation with its
financial and legal advisors and based upon, among other things,
the fairness opinion of its financial advisor and the unanimous
recommendation of a special committee composed of independent
trustees, determined that the Arrangement is in the best interests
of Summit and the Unitholders and that the Arrangement is fair,
from a financial point of view, to the Unitholders. Accordingly,
the board unanimously recommends that the Unitholders vote in
favour of the resolution of Unitholders approving the Arrangement
to be considered at the Meeting.
On November 17, 2022, the Ontario
Superior Court of Justice (Commercial List) granted an interim
order providing for the calling and holding of the Meeting and
certain other matters related to the Meeting and the Arrangement. A
copy of the interim order is included in the Circular. The
anticipated hearing date of the application for the final order of
the court approving the Arrangement is December 20, 2022. A copy of the Notice of
Application for the final order is included in the Circular.
The Circular provides important information on the Arrangement
and related matters, including voting procedures and instructions
for Unitholders unable to attend the Meeting in person, as well as
certain income tax considerations relevant to a Unitholder that
participates in the Arrangement. The income tax consequences of the
Arrangement to each Unitholder will depend on their particular
circumstances. Unitholders are urged to consult their own tax
advisors to determine the particular tax effects to them of the
Arrangement and any other consequences to them in connection with
the Arrangement under Canadian and foreign tax laws, having regard
to their own particular circumstances. For example, there may be
different tax treatment (including in certain instances, Canadian
withholding tax) for holders that participate in the Arrangement as
compared to the tax treatment to holders that dispose of their
units on the TSX, or otherwise, prior to the Arrangement. As such,
it is anticipated that certain Unitholders, including holders that
are non-residents of Canada, may
consider disposing of their units on the TSX, with a settlement
date that is prior to the closing of the Arrangement.
Unitholders are urged to read the Circular and its schedules
carefully and in their entirety. The Circular is available on SEDAR
at www.sedar.com and on Summit's website at
www.summitiireit.com.
Unitholders who have questions regarding the Arrangement or
require assistance with voting may contact Summit's proxy
solicitation agent:
- Morrow Sodali
Toll-free in North America:
1-888-444-0617
Collect calls outside North
America: 1-289-695-3075
Email: assistance@morrowsodali.com
About Summit
Summit is an unincorporated open-ended trust focused on growing
and managing a portfolio of light industrial properties in key
markets across Canada. Summit's
units are listed on the Toronto Stock Exchange and trade under the
symbol SMU.UN. For more information, please visit
www.summitiireit.com.
Caution Regarding Forward-Looking Statements
This news release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends",
"goal" and similar expressions are intended to identify
forward-looking information or statements. More particularly and
without limitation, this news release contains forward looking
statements and information concerning the Arrangement and the terms
thereof; the Meeting timing; the hearing date of the application
for the final order of the court; and the anticipated closing of
the Arrangement including the timing hereof. There can be no
assurance that the proposed Arrangement will be completed or that
it will be completed on the terms and conditions contemplated in
this news release. The proposed Arrangement could be modified,
restructured or terminated in accordance with its terms.
Forward-looking statements are based on information available at
the time they are made, underlying estimates and assumptions made
by management and management's good faith belief with respect to
future events, performance and results. Such assumptions include,
without limitation, expectations and assumptions concerning the
anticipated benefits of the Arrangement to Unitholders and the
receipt in a timely manner of regulatory, court, Unitholder and
other approvals for the Arrangement. Although Summit believes that
the expectations and assumptions on which such forward-looking
statements and information are based are reasonable, undue reliance
should not be placed on the forward-looking statements and
information because Summit cannot give assurance that they will
prove to be correct.
By its nature, such forward-looking information is subject to
various risks and uncertainties, which could cause the actual
results and expectations to differ materially from the anticipated
results or expectations expressed, and given the impact of the
COVID-19 pandemic and government measures to contain it, as well as
the current geopolitical environment, there is inherently more
uncertainty associated with Summit's assumptions as compared to
prior periods. These risks and uncertainties include, but are not
limited to, in ability to satisfy the conditions applicable to the
Arrangement, tenant risks, interest rate risk, inflation risks;
current economic environment, including disputes between nations,
war and international sanctions, environmental matters and general
insured and uninsured risks. A discussion of other risks that
impact Summit can also be found in its public reports and filings
which are available under Summit's profile on SEDAR at
www.sedar.com. Summit undertakes no obligation to update publicly
or revise any forward-looking information, whether as a result of
new information, future events or otherwise, except as required by
law.
SOURCE Summit Industrial Income REIT