Tricon Shareholders Approve Proposed Take Private by Blackstone Real Estate
29 3월 2024 - 6:01AM
Business Wire
Tricon Residential Inc. (NYSE: TCN, TSX: TCN) (“Tricon” or the
“Company”) is pleased to announce that at its special meeting
(“Meeting”) of shareholders of the Company (“Company Shareholders”)
held earlier today, Company Shareholders voted to approve 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. (and together with their respective
affiliates, “Blackstone”) will acquire all of the outstanding
common shares of Tricon (“Common Shares”) for US$11.25 per Common
Share in cash (the “Transaction”).
The Arrangement required the approval of: (i) at least
two-thirds (66 2/3%) of the votes cast by Company Shareholders
present or represented by proxy at the Meeting, voting as a single
class; and (ii) because the proposed Arrangement is a “business
combination” subject to Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions (“MI 61-101”),
a simple majority (more than 50%) of the votes cast by Company
Shareholders present or represented by proxy at the Meeting,
excluding the votes of Blackstone and other Company Shareholders
whose votes were required to be excluded pursuant to MI 61-101.
Of the votes cast at the Meeting with respect to the
Arrangement, a total of 208,391,666 Common Shares were voted in
favour of the special resolution approving the Arrangement,
representing approximately 99.3% of the votes cast by Company
Shareholders. In addition, a total of 173,887,643 Common Shares
were voted in favour of the special resolution approving the
Arrangement, representing approximately 99.2% of the votes cast by
Company Shareholders, excluding those Common Shares required to be
excluded pursuant to MI 61-101. The Company’s full report of voting
results will be filed under the Company’s issuer profile at
www.sedarplus.ca and on Form 6-K at https://www.sec.gov.
Tricon intends to seek a final order from the Ontario Superior
Court of Justice (Commercial list) to approve the Arrangement on
April 5, 2024 (the “Final Order”). Completion of the Transaction
remains subject to the satisfaction or waiver of certain customary
closing conditions, including the receipt of the Final Order and
regulatory approval under the Investment Canada Act. Subject to the
satisfaction or waiver of all of the conditions to the Transaction,
the Transaction is expected to be completed in the second quarter
of this year. 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 Company Shareholders can
submit their Common Shares in order to receive the consideration to
which they are entitled in connection with the Transaction.
Registered Company 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 tsxtis@tmx.com.
Beneficial Company 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 Final Order, the expected completion
of the Transaction and the timing thereof, the satisfaction of the
conditions to the closing of the Transaction including receipt of
required court and regulatory approvals, 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 receipt of required approvals and 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 obtain necessary approvals or 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; the parties’ ability
to obtain requisite court and regulatory approvals; 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240328111357/en/
For further information, please contact:
Wissam Francis EVP & Chief Financial Officer Email:
IR@triconresidential.com
Wojtek Nowak Managing Director, Capital Markets
Tricon Media Contact:
Tara Tucker Senior Vice President, Corporate and Public Affairs
Email: mediarelations@triconresidential.com
Tricon Residential (NYSE:TCN)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Tricon Residential (NYSE:TCN)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024