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Agellan Commercial Real Estate Investment Trust

Exchange: TSX Exchange | Jan 16, 2019, 10:36 PM EST

ACR.UN
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Agellan Commercial Real Estate Investment Trust Unitholders Approve Transaction With Elad Group

TORONTO

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES

Agellan Commercial Real Estate Investment Trust (the “REIT”) (TSX: ACR.UN) announced today that the plan of arrangement pursuant to which Elad Genesis Limited Partnership or one of its affiliates (“Elad”) will, among other things, acquire all of the outstanding trust units of the REIT (“Trust Units”), other than Trust Units already owned by Elad or its affiliates, for $14.25 per Trust Unit in cash (the “Transaction”) was approved by its unitholders at a special meeting of unitholders held on January 10, 2019 (the “Meeting”).

The Transaction required approval by: (i) 66 2/3% of the votes cast by unitholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by the unitholders present in person or by proxy at the Meeting, excluding votes cast by such unitholders as are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

Of the votes cast with respect to the Transaction, an aggregate of 20,013,084 voting units were voted in favour of the Transaction, representing approximately 99.68% of the votes cast on the resolution. In addition, an aggregate of 12,048,007 voting units, representing approximately 99.47% of the votes cast on the resolution, excluding unitholders required to be excluded pursuant to MI 61-101, were voted in favour of the Transaction.

The REIT’s full report of voting results can be found under the REIT’s issuer profile at www.sedar.com.

The REIT intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) to approve the Transaction at a hearing expected to be held on January 14, 2019. Completion of the Transaction remains subject to the satisfaction of certain customary closing conditions, including court approval. Subject to the satisfaction or waiver of all of the conditions to the Transaction, the Transaction is expected to be completed in February 2019.

About Agellan Commercial Real Estate Investment Trust

The REIT is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario. The REIT has been created for the purpose of acquiring and owning industrial, office and retail properties in select target markets in the United States and Canada.

The REIT’s 46 properties contain 8.3 million square feet of gross leasable area, with the REIT’s ownership interest at 7.0 million square feet. The properties are located in major urban markets in the United States and Canada.

Additional information about the REIT is available at www.agellancommercialreit.com or www.sedar.com.

Forward-Looking Information:

This press release contains forward-looking information within the meaning of applicable securities legislation, which reflects the REIT’s current expectations regarding future events. Forward-looking information includes, but is not limited to, statements concerning the proposed Transaction referred to in this press release and any other statements regarding the REIT’s expectations, intentions, plans and beliefs.

Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the REIT’s control that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. These include, but are not limited to, the failure to obtain necessary approvals or satisfy 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 the REIT; either party’s failure to consummate the Transaction when required; competitive factors in the industries in which the REIT operates; interest 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 or its business are described in the REIT’s annual information form and the REIT’s management’s and discussion and analysis for the year ended December 31, 2017 and in the other reports filed under the REIT’s issuer profile at www.sedar.com.

The forward-looking information contained in this press release is made as of the date of this press release and, except as expressly required by applicable law, the REIT assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Glen Ladouceur, Trustee, Chairman
Agellan Commercial Real Estate Investment Trust
Tel: (416) 593-6800
Fax: (416) 593-6700

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