TORONTO, Dec. 7, 2022
/CNW/ - Summit Industrial Income REIT ("Summit" or the "REIT")
(TSX: SMU.UN) announced today that two leading independent proxy
advisory firms, Institutional Shareholder Services Inc. ("ISS") and
Glass Lewis and Co., LLC ("Glass Lewis") have each recommended that
unitholders of the REIT (the "Unitholders") vote FOR 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, subject to applicable
withholdings and as described in more detail in the management
information circular dated November 19,
2022 (the "Circular").
The Arrangement is subject to the satisfaction of customary
conditions, including Unitholder, court, and regulatory
approvals. Summit is pleased to announce that the
Commissioner of Competition has issued a no action letter in
respect of the Arrangement, thereby satisfying the requirement to
obtain Competition Act approval. Subject to the satisfaction
or waiver of all of the remaining conditions to the Arrangement,
the Arrangement is expected to close in the first quarter of
2023.
Upcoming Special Meeting of
Unitholders
The special meeting of Unitholders (the "Meeting") is scheduled
to be conducted as an in-person meeting 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, M5K 1E6. 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. Rather than
attending in person, all registered Unitholders may vote in advance
by submitting their proxy by mail, telephone or over the internet
in accordance with the instructions below.
YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY
UNITS YOU OWN – PLEASE VOTE TODAY
The proxy voting
deadline is 9:00 a.m. (Toronto time) on December 15, 2022
The board of trustees
of the REIT unanimously recommends that Unitholders
vote
FOR the special resolution approving the Arrangement
Full details of the Arrangement and voting procedures are
described in the Circular available on the REIT's website at
www.summitiireit.com and under the REIT's profile on SEDAR at
www.sedar.com.
How to Vote
Voting for Registered Unitholders
- Internet: Go to www.investorvote.com. Enter the
15-digit control number located on the front of the form of proxy
and follow the instructions on screen.
- Telephone (Toll Free): Call 1-866-732-VOTE (8683)
or from outside of North America
call 1-312-588-4290 from a touch tone phone and follow the
automatic voice recording instructions to vote. You will need the
15-digit control number (located on the front of the form of proxy)
to vote.
- Mail: Complete, date and sign the form of proxy
and send it in the postage paid envelope enclosed with the Circular
to: Computershare Investor Services Inc., Attention: Proxy
Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1.
If a Unitholder receives more than one form of proxy because
such Unitholder owns units registered in different names or
addresses, each form of proxy should be completed and returned.
Unitholders are cautioned that the use of mail to transmit proxies
is at each Unitholder's risk.
Voting for Non-Registered Unitholders
If you are a non-registered Unitholder, you should follow the
instructions included on the voting information form provided by
your intermediary.
Unitholder Questions and
Assistance
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 of North
America: 1-289-695-3075
Email: assistance@morrowsodali.com
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.
About Summit Industrial Income
REIT
Summit Industrial Income REIT 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 TSX
and trade under the symbol SMU.UN. For more information, please
visit our web site at www.summitiireit.com.
Caution Regarding Forward Looking Information
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; 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, inability 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