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Tricon Residential Inc. announces the receipt of Investment Canada Act approval for the take-private transaction by Blackstone Real Estate. The deal involves Blackstone acquiring all outstanding common shares of Tricon for US$11.25 per share in cash. The transaction has already received clearance under the Competition Act and shareholder approval, with a final court order in place. The deal is expected to be completed by May 1, 2024, leading to the delisting of Tricon's shares from NYSE and TSX.
Tricon Residential Inc. annuncia di aver ricevuto l'approvazione della Investment Canada Act per la transazione di privatizzazione da parte di Blackstone Real Estate. L'accordo prevede che Blackstone acquisisca tutte le azioni ordinarie in circolazione di Tricon a US$11,25 per azione in contanti. La transazione ha già ottenuto l'approvazione ai sensi della Competition Act e l'approvazione degli azionisti, con un ordine finale della corte già in atto. Si prevede che l'accordo sarà completato entro il 1° maggio 2024, portando alla cancellazione delle azioni di Tricon dai listini NYSE e TSX.
Tricon Residential Inc. anuncia la recepción de la aprobación de la Investment Canada Act para la operación de privatización por parte de Blackstone Real Estate. El acuerdo implica que Blackstone adquirirá todas las acciones comunes en circulación de Tricon a US$11.25 por acción en efectivo. La transacción ya ha recibido la aprobación bajo la Competition Act y la aprobación de los accionistas, con una orden final de la corte en lugar. Se espera que el trato se complete para el 1 de mayo de 2024, llevando a la deslista de las acciones de Tricon en NYSE y TSX.
Tricon Residential Inc.가 Blackstone 부동산에 의한 사적 매수 거래에 대해 Investment Canada Act 승인을 받았다고 발표했습니다. 이 거래는 Blackstone이 Tricon의 모든 발행 중인 보통주를 현금으로 주당 US$11.25에 인수하는 것을 포함합니다. 이 거래는 이미 Competition Act와 주주 승인을 받았으며, 최종 법원 명령이 있습니다. 거래는 2024년 5월 1일까지 완료될 것으로 예상되며, 이로 인해 Tricon의 주식은 NYSE 및 TSX에서 상장 폐지될 예정입니다.
Tricon Residential Inc. annonce avoir reçu l'approbation de la loi Investment Canada Act pour l'opération de privatisation par Blackstone Real Estate. L'accord implique que Blackstone acquière toutes les actions ordinaires en circulation de Tricon pour US$11,25 par action en espèces. La transaction a déjà reçu l'approbation en vertu de la Competition Act et l'approbation des actionnaires, avec une ordonnance judiciaire finale en place. L'accord devrait être complété d'ici le 1er mai 2024, entraînant le retrait des actions de Tricon des bourses NYSE et TSX.
Tricon Residential Inc. kündigt den Erhalt der Genehmigung nach dem Investment Canada Act für die Privatisierungstransaktion durch Blackstone Real Estate an. Der Deal sieht vor, dass Blackstone alle ausstehenden Stammaktien von Tricon für US$11,25 pro Aktie in bar erwirbt. Die Transaktion hat bereits die Genehmigung nach dem Competition Act sowie die Zustimmung der Aktionäre erhalten, mit einem abschließenden Gerichtsbeschluss. Der Abschluss der Transaktion wird bis zum 1. Mai 2024 erwartet, was zur Delistung der Tricon-Aktien von der NYSE und TSX führt.
Positive
Tricon Residential Inc. receives Investment Canada Act approval for Blackstone Real Estate's take-private transaction.
Blackstone Real Estate to acquire all outstanding common shares of Tricon for US$11.25 per share in cash.
Deal already cleared under the Competition Act and received shareholder approval.
Expected completion of the transaction around May 1, 2024, leading to delisting of Tricon's shares from NYSE and TSX.
Negative
None.
Insights
The acquisition of Tricon Residential by Blackstone Real Estate is a major financial transaction that alters the ownership and capital structure of Tricon. With a cash offer of $11.25 per common share, this transaction represents a definitive valuation event for shareholders. It's essential to look at the premium being offered compared to the trading price prior to the announcement to assess investor benefit. Typically, a healthy premium is a positive indicator for shareholders. A key factor in the success of such transactions is the consistency with which the acquired company's strategic objectives align with the buyer's long-term portfolio strategy. For Blackstone, this move likely represents a strategic expansion of their real estate holdings, which could see operational efficiencies and asset integration synergies. For current investors, the liquidity event provides an opportunity to re-evaluate their portfolios, considering the loss of Tricon as a publicly-traded investment option post-transaction.
The legal process of this acquisition, including clearances from the Ontario Superior Court of Justice, the Competition Act (Canada) and now the Investment Canada Act, indicates a comprehensive review and approval of the transaction, reflecting adherence to a rigorous legal framework that governs such deals. Investors should take note of the significance of these approvals as they mitigate the regulatory risk of the deal falling through. The expected delisting from the NYSE and TSX will usher in a new private phase for Tricon, affecting shareholder accessibility and reporting transparency. Shareholders must understand that once the transaction is completed, the availability of public information will be reduced, which could impact their ability to make informed decisions about any retained indirect interests in Tricon.
Examining the impact of Blackstone's acquisition from a market perspective, this is indicative of ongoing consolidation in the real estate sector, especially within residential real estate investment trusts (REITs). Market dynamics suggest players with significant capital are positioning to capitalize on economies of scale and possibly to leverage market volatility. For retail investors, it's pertinent to review comparable transactions within the industry for insights on valuation metrics and to give context to the offered buyout price. Additionally, the broader implications for the real estate market, such as changes in property management and investment strategies, should be considered, as they can influence market trends and future investment opportunities.
TORONTO--(BUSINESS WIRE)--
Tricon Residential Inc. (NYSE: TCN, TSX: TCN) (“Tricon” or the “Company”) today announced receipt of Investment Canada Act approval in connection with the previously announced statutory plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) pursuant to which Blackstone Real Estate Partners X, together with Blackstone Real Estate Income Trust, Inc., will acquire all of the outstanding common shares of Tricon (“Common Shares”) for US$11.25 per Common Share in cash (the “Transaction”).
The Transaction previously received clearance under the Competition Act (Canada) and shareholder approval, and the parties have received a final order from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement. No further regulatory or shareholder approvals are required in connection with the Transaction. Subject to the satisfaction or waiver of certain customary closing conditions, the Transaction is expected to be completed on or around May 1, 2024. Following completion of the Transaction, it is anticipated that the Common Shares will be delisted from the New York Stock Exchange and the Toronto Stock Exchange and that the Company will apply to cease to be a reporting issuer under applicable Canadian securities laws and will deregister the Common Shares under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”).
Enclosed with the management information circular of the Company dated February 15, 2024 (the “Circular”) was a letter of transmittal explaining how registered shareholders of the Company can submit their Common Shares in order to receive the consideration to which they are entitled in connection with the Transaction. Registered shareholders who have questions on how to complete the letter of transmittal should direct their questions to the Company’s transfer agent and depositary, TSX Trust, at 1-866-600-5869 (toll- free within North America) or at 416-342-1091 (outside of North America) or by email at txstis@tmx.com. Beneficial shareholders holding Common Shares that are registered in the name of an intermediary must contact their broker or other intermediary to submit their instructions with respect to the Arrangement and to arrange for the surrender of their Common Shares in order to receive the consideration to which they are entitled in connection with the Transaction.
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 U.S. Sun Belt and multi-family apartments in Toronto, Canada. Our commitment to enriching the lives of our employees, residents and local communities underpins Tricon’s culture and business philosophy. We provide high-quality rental housing options for families across the United States and in Toronto, Canada through our technology-enabled operating platform and dedicated on-the- ground operating teams. Our development programs are also delivering thousands of new rental homes and apartments as part of our commitment to help solve the housing supply shortage. At Tricon, we imagine a world where housing unlocks life’s potential. For more information, visit www.triconresidential.com.
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 expected completion of the Transaction and the timing thereof, the satisfaction of the conditions to the closing of the Transaction, the delisting of the Common Shares from the New York Stock Exchange and the Toronto Stock Exchange, the Company’s application to cease to be a reporting issuer under applicable Canadian securities laws and the Company’s deregistration of the Common Shares under the U.S. Exchange Act.
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 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 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; 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, 2023, 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.
