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 3

The Transaction is structured as a statutory plan of arrangement under the Alberta Business Corporations Act. Completion of the Transaction requires approval of at least 66 2/3% of the votes cast by unitholders and holders of special voting units, as well as the approval by a simple majority of votes cast by disinterested unitholders and holders of special voting units, excluding Starlight, its affiliates and any other unitholders required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Transaction is also subject to approval of the Alberta Court of Queen’s Bench, regulatory approvals, consents and approvals from Canada Mortgage and Housing Corporation (“CMHC”) and certain of Northview’s lenders and the satisfaction of other customary closing conditions. 

Northview expects to continue to pay a monthly distribution of $0.1358 per trust unit through closing of the Transaction.

The Transaction is expected to close by Q3 of 2020.

The foregoing summary is qualified in its entirety by the provisions of the Arrangement Agreement, a copy of which will be filed under Northview’s profile on SEDAR at www.sedar.com.

SPECIAL COMMITTEE AND BOARD OF TRUSTEES RECOMMENDATION

Northview received an unsolicited proposal from Starlight and KingSett on October 2, 2019. As Mr. Drimmer, through Starlight and its affiliates, is Northview’s largest unitholder, beneficially owning approximately 13% of the issued and outstanding Units, and Mr. Drimmer serves as a trustee of Northview, the Transaction, if consummated, will constitute a “business combination” for purposes of MI 61-101. Consistent with its fiduciary duties, Northview’s Board formed the Special Committee to, among other things, review and evaluate the terms of the initial and subsequent proposals received from the Purchasers, make recommendations to the Board in respect of such proposals, negotiate the terms of any transaction, and supervise the preparation of a formal valuation of the fair market value of the Units in accordance with MI 61-101 (the “Formal Valuation”).

The Board, based on the unanimous recommendation of the Special Committee, has determined that the Arrangement is fair to unitholders and holders of special voting units who elect to receive, or are deemed to receive, the All-Cash Consideration (other than the Purchasers and their affiliates) and the Arrangement is in the best interests of Northview. The Board has also recommended that unitholders and holders of special voting units vote in favour of the Transaction and that unitholders accept the All-Cash Consideration. The Board has obtained an opinion from Scotiabank, financial advisor to Northview, and the Special Committee has obtained an opinion from National Bank Financial Inc. ("National Bank"), financial advisor to the Special Committee and independent valuator, that, as at February 19, 2020, subject to the assumptions and limitations described therein, the cash consideration to be received by unitholders who accept the All-Cash Consideration is fair, from a financial point of view, to such unitholders, other than the Purchasers and their affiliates. In addition, under the supervision of the Special Committee, National Bank has prepared an independent valuation in accordance with MI 61-101 and has rendered its opinion that, subject to the assumptions and limitations described therein, as at February 19, 2020, the fair market value of the Units is in the range of $33.25 to $36.75 per Unit.