Recommendation of the
After receiving the unanimous recommendation of a committee (the 'Special Committee') of independent members of the
Reasons for the Recommendation
The Consideration to be received by Unitholders represents a significant premium to the recent trading price of the Units prior to the announcement of the Transaction as well as the REIT's research consensus net asset value estimate; The all-cash consideration provides Unitholders with certainty of value and liquidity immediately upon the closing of the Transaction, in comparison to the risks, uncertainties and longer potential timeline for realizing equivalent value from the REIT's standalone business plan or possible strategic alternatives; Prior to entering into the arrangement agreement, the
Voting at Virtual Meeting of Unitholders
The Meeting is scheduled to be held on
The Circular, form of proxy, voting instruction form and letter of transmittal, as applicable, for the Meeting contain important information with respect to how registered and beneficial Unitholders may vote at the Meeting. The Circular is also available on the REIT's website at www.wptreit.com and under the REIT's profile on SEDAR at www.sedar.com. Only Unitholders of record as of the close of business (
The deadline for completed proxies to be received by the REIT's transfer agent is
The REIT will be holding the Meeting in a virtual-only format, which will be conducted via live audio webcast online at https://meetnow.global/M7S59QJ. During the audio webcast, Unitholders will be able to hear the Meeting live, and registered Unitholders and duly appointed proxyholders will be able to submit questions and vote at the Meeting. The Circular provides important and detailed instructions about how to participate at the virtual Meeting.
Unitholder Questions and Assistance
Unitholders who have questions regarding the Transaction or require assistance with voting may contact the REIT's proxy solicitation agent and unitholder communications advisor,
Receipt of Interim Court Order
The REIT also announced today that, on
Subject to the receipt of the requisite approval of the Unitholders, the final approval of the Arrangement by the Court and the satisfaction of other customary conditions, the Transaction is expected to close in the fourth quarter of 2021.
About
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 anticipated benefits of the Transaction to the Unitholders, satisfaction of the conditions to the closing of the Transaction, and the holding of the Meeting of Unitholders and the timing thereof.
The forward-looking information contained in this news release is based on certain expectations and assumptions made by the REIT, including expectations and assumptions concerning receipt of required approvals and the satisfaction of other conditions to the completion of the Transaction, and that the arrangement agreement will not be amended or terminated. There can be no assurance that the proposed Transaction will be completed, or that it will be completed on the terms and conditions contemplated in the arrangement agreement.
Although the REIT 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 the REIT 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 as contained in the arrangement agreement; the occurrence of any event, change or other circumstance that could give rise to the termination of the arrangement agreement; material adverse changes in the business or affairs of the REIT; the parties' ability to obtain requisite Court approval; either party's failure to consummate the Transaction when required or on the terms as originally negotiated; competitive factors in the industries in which the REIT operates; interest rates, currency exchange rates, prevailing economic conditions; and other factors, many of which are beyond the control of the REIT. Additional factors and risks which may affect the REIT, its business and the achievement of the forward-looking statements contained herein are described in the REIT's annual information form and the REIT's management's and discussion and analysis for the year ended
The forward-looking information contained in this news release represents the REIT's expectations as of the date hereof, and is subject to change after such date. The REIT 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 Canadian securities laws.
Contact:
Chief Executive Officer
Chief Operating Officer
Tel: (612) 800-8530
E: IR@wptreit.com
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