Northview Apartment REIT Announces Agreement to be Acquired by Starlight and KingSett for $36.25 Per Unit in Cash in a Transaction Valued at $4.8 Billion - Seite 2

“This Transaction is a testament to the business Northview has built, both through its original incarnation as Northern Property REIT, and more recently since the 2015 transaction, as Northview,” said Mr. Todd Cook, President and Chief Executive Officer of Northview. “We have successfully executed on our strategic priorities to build the portfolio in strong and growing markets, and to create value for unitholders through organic growth and Northview’s development platform.”

TRANSACTION DETAILS

Under the Arrangement Agreement, the Purchasers will acquire Northview, and the holders of Northview’s outstanding Units (other than Starlight’s interest in Northview which will be rolled into the acquiring entities) will receive $36.25 per Unit. The Offer Price represents a total equity value of approximately $2.5 billion on a fully diluted basis and a total transaction value of approximately $4.8 billion including the assumption of net debt. The Transaction is not subject to a financing condition.

Unitholders will be able to elect to receive 100% of the Offer Price in the form of cash (the “All-Cash Consideration”). Alternatively, unitholders may elect to receive all or a portion of the Offer Price in units of a new, multi-residential fund that would own a geographically diverse portfolio of Northview properties located in six Canadian provinces and two territories (the “High Yield Fund”). The High Yield Fund will apply to list its units on a Canadian securities exchange (the “Exchange”) concurrently with the close of the Transaction. The listing will be subject to the High Yield Fund fulfilling all of the initial listing requirements and conditions of the Exchange. Further details with respect to the High Yield Fund will be provided in the management information circular (the “Circular”) to be mailed to Northview Unitholders. Elections to receive High Yield Fund units will be subject to proration. All-Cash Elections will not be subject to proration. Unitholders not specifying an election will be deemed to have elected to receive the All-Cash Consideration.

Pursuant to the Arrangement Agreement, Northview has an initial 30-day go-shop period, beginning on February 19, 2020 and ending on March 20, 2020 (the "Go-Shop Period"), during which it is permitted to actively solicit, evaluate and enter into negotiations with third parties that express an interest in acquiring Northview. Northview has the option to extend the Go-Shop Period by up to 30 days (to April 21, 2020), in certain circumstances. Mr. Daniel Drimmer, Chief Executive Officer and President of Starlight, has committed to vote the Units he beneficially owns, controls or directs in favour of, or tender his Units into, any all-cash superior proposal received during the Go-Shop Period, subject to certain terms and conditions, pursuant to a voting and support agreement. The Arrangement Agreement also provides a two-tier termination fee structure such that if Northview is successful in completing a transaction pursuant to a superior proposal received during the Go-Shop Period, there will be a termination fee payable to the Purchasers of $37.7 million. If a transaction is completed pursuant to a superior proposal received following the expiry of the Go-Shop Period, the Purchasers will be entitled to a termination fee of $88.0 million. The Purchasers will have the right to match any superior proposals received either during or after the Go-Shop Period.