Tricon Residential Announces Receipt of Interim Order for Proposed Take Private by Blackstone Real Estate and Provides Details of Special Meeting
- The Interim Order granted by the Ontario Superior Court of Justice allows for the acquisition of Tricon Residential Inc. by Blackstone Real Estate Partners X at a price of $11.25 per Common Share.
- The Consideration of $11.25 per Common Share in cash represents a premium of approximately 30% to the closing price of the Common Shares on the NYSE as of January 18, 2024.
- The Special Meeting for Company Shareholders to vote on the Arrangement is scheduled for March 28, 2024, where approval by two-thirds of votes cast is required.
- The Transaction completion is subject to final approval by the Court, regulatory approvals, and other customary conditions, expected to occur in the second quarter of the year.
- None.
Insights
The acquisition of Tricon Residential Inc. by Blackstone represents a significant event in the real estate investment sector. The offered premium of approximately 30% over the closing price and 42% over the 90-day volume weighted average indicates a bullish stance on Tricon's valuation and future prospects by Blackstone. Such a premium is reflective of Blackstone's confidence in Tricon's asset portfolio and its strategic fit within Blackstone's larger real estate investment strategy.
From a financial perspective, the transaction's impact on Tricon's liquidity and capital structure will be substantial. The all-cash consideration will provide immediate liquidity to shareholders at a notable premium, which could be perceived as a positive exit opportunity given the current market conditions. However, for long-term investors, the transaction represents an endpoint to potential future gains from holding Tricon shares.
It is crucial to consider the post-closing scenario where BREIT maintains an 11% ownership stake. This could signal a strategic partnership or an endorsement of the transaction's long-term value creation potential. Additionally, the involvement of a special committee and a unanimous recommendation by the board, excluding the conflicted director, lends credibility to the fairness and due diligence of the process.
The approval process for the acquisition, involving the Ontario Superior Court of Justice and adherence to the Business Corporations Act (Ontario), highlights the legal complexities of such transactions. The granting of an interim order and the subsequent need for final court approval underscore the transaction's legal scrutiny. Furthermore, the transaction is subject to regulatory approvals under the Competition Act (Canada) and Investment Canada Act, which will assess the transaction's impact on competition and foreign investment in Canada.
The provision of dissent rights to registered shareholders is a critical legal aspect that allows shareholders who oppose the arrangement to be fairly compensated. The legal framework of Multilateral Instrument 61-101 is designed to protect minority shareholders in transactions of this nature, ensuring that the votes of certain shareholders, such as Blackstone, do not unduly influence the outcome.
The acquisition's strategic implications for the broader real estate investment market are significant. Tricon's integration into Blackstone's portfolio could lead to operational synergies, enhanced market positioning and potentially influence market dynamics in the sectors where Tricon operates. The transaction may trigger further consolidation in the industry, as competitors react to Blackstone's move.
It is essential to analyze the transaction's timing within the context of the real estate cycle and broader economic conditions. Given the current interest rate environment and economic uncertainty, Blackstone's willingness to pay a substantial premium could be interpreted as a strong signal of the underlying value and resilience of real estate assets, particularly in the residential sector.
- Visit Tricon’s Investor Relations website at www.triconresidential.com to access materials and information related to the upcoming Special Meeting.
- Company Shareholders who have questions or need assistance with voting their Common Shares should contact Tricon’s proxy solicitation agent and shareholder communications advisor Laurel Hill Advisory Group by telephone at 1-877-452-7184 or by email at assistance@laurelhill.com.
All financial and share price-related information is presented in
The Consideration of
On the unanimous recommendation of a special committee of the board of directors of the Company (the “Board”) consisting entirely of independent directors, the Board (excluding the conflicted director), in consultation with its financial and legal advisors, determined that the Arrangement is in the best interests of the Company and fair to the Company Shareholders (excluding Blackstone) and unanimously recommends that Company Shareholders vote FOR the resolution relating to the Arrangement at the Special Meeting.
Details of the Special Meeting of Company Shareholders
The Interim Order authorizes and orders that the Special Meeting be held on Thursday, March 28, 2024 at 10:00 a.m. (
The management information circular (the “Circular”) and related proxy materials in respect of the Special Meeting have been filed and are available under Tricon’s profile on SEDAR+ at www.sedarplus.ca, and are in the process of being mailed to Company Shareholders. A Schedule 13E-3 Transaction Statement (the “Schedule 13E-3”), which includes the Circular and related proxy materials, has been filed with the
The Transaction is subject to the approval of: (i) at least two-thirds (66 2/
How to Vote
The Special Meeting will be held on Thursday, March 28, 2024 at 10:00 a.m. (
Registered Company Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Special Meeting online. Guests and non-registered Company Shareholders (being shareholders who hold their common shares through an intermediary) must duly appoint themselves as proxyholder in order to be able to vote or ask questions at the Special Meeting.
Company Shareholders are encouraged to submit their vote in advance by completing a form of proxy accompanying the Circular (in the case of registered Company Shareholders) or voting instruction form provided by their intermediary (in the case of non-registered Company Shareholders).
Company Shareholders must vote their proxy before 10:00 a.m. (
Completion of the Transaction
In addition to the receipt of the requisite approval of the Company Shareholders at the Special Meeting, the completion of the Transaction is subject to the final approval of the Arrangement by the Court, regulatory approvals under the Competition Act (
INVESTORS AND COMPANY SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE CIRCULAR, SCHEDULE 13E-3 (INCLUDING ANY SUPPLEMENTS THERETO) AND OTHER PROXY MATERIALS FILED ON SEDAR+ AND EDGAR, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT TRICON, THE TRANSACTION, THE SPECIAL MEETING AND RELATED MATTERS. In addition to receiving the Circular and related proxy materials by mail, Company Shareholders are also able to obtain these documents, as well as other filings containing information about Tricon, the Transaction, the Special Meeting and related matters, without charge on Tricon’s Investor Relations website at www.triconresidential.com as well as under Tricon’s profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
About Tricon Residential Inc.
Tricon Residential Inc. (NYSE: TCN, TSX: TCN) is an owner, operator and developer of a growing portfolio of approximately 38,000 single-family rental homes in the
Questions
If you have any questions about the information contained in this news release in connection with the Special Meeting, or require any assistance voting, please contact our proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, at 1-877-452-7184 (toll-free within
Forward -Looking Information
Certain statements contained in this news release may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "expect", "may", "will", "intend", "should", and similar expressions. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the following: statements with respect to the holding of the Special Meeting and the timing thereof, statements with respect to the mailing of the Circular and related proxy materials, statements with respect to the anticipated benefits to Company Shareholders, and statements with respect to the expected completion of the Transaction and the timing thereof, and the satisfaction of the conditions to closing of the Transaction.
Such forward-looking information and statements involve risks and uncertainties and are based on management’s current expectations, intentions and assumptions, including expectations and assumptions concerning receipt of required approvals and the satisfaction of other conditions to the completion of the Transaction. There can be no assurance that the proposed Transaction will be completed, or that it will be completed on the terms and conditions contemplated. Accordingly, although the Company believes that the expectations and assumptions on which the forward-looking information contained in this news release is based are reasonable, undue reliance should not be placed on the forward-looking information because Tricon can give no assurance that it will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These 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; the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction; material adverse changes in the business or affairs of Tricon; Tricon’s ability to obtain the necessary Company Shareholder approval (including the “minority approval”) at the Special Meeting; the parties’ ability to obtain requisite Court and regulatory approvals; either party’s failure to consummate the Transaction when required or on the terms as originally negotiated; risks related to the disruption of management time from ongoing business operations due to the Transaction and possible difficulties in maintaining customer, supplier, key personnel and other strategic relationships; potential litigation relating to the Transaction, including the effects of any outcomes related thereto; the possibility of unexpected costs and liabilities related to the Transaction; competitive factors in the industries in which Tricon operates; interest rates, currency exchange rates, prevailing economic conditions; and other factors, many of which are beyond the control of Tricon. Additional factors and risks which may affect Tricon, its business and the achievement of the forward-looking statements contained herein are described in the “Risk Factors” section of the Circular as well as Tricon’s annual information form and Tricon’s management’s and discussion and analysis for the year ended December 31, 2022, and in the other subsequent reports filed on the SEDAR+ profile of Tricon at www.sedarplus.ca and Tricon’s filings with the SEC, including the Schedule 13E-3, which includes the Circular, on www.sec.gov.
The forward-looking information contained in this news release represents Tricon’s expectations as of the date hereof, and is subject to change after such date. Tricon disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240216552237/en/
For further information, please contact:
Wissam Francis
EVP & Chief Financial Officer
Email: IR@triconresidential.com
Wojtek Nowak
Managing Director, Capital Markets
Tricon Media Contact:
Tara Tucker
Senior Vice President, Corporate and Public Affairs
Email: mediarelations@triconresidential.com
Source: Tricon Residential Inc.
FAQ
What is the price per Common Share offered by Blackstone Real Estate Partners X in the acquisition of Tricon Residential Inc.?
What premium does the Consideration of $11.25 per Common Share represent?
When is the Special Meeting for Company Shareholders to vote on the Arrangement scheduled?
What percentage of votes is required for approval at the Special Meeting?
What are the conditions for the completion of the Transaction?
