An Exciting Opportunity
Significant Premium | Certainty of Value | Immediate Liquidity
InterRent Real Estate Investment Trust ("InterRent" or the "REIT") has entered into an arrangement agreement (the "Arrangement Agreement") with Carriage Hill Properties Acquisition Corp. (the "Purchaser"), a newly formed entity owned by CLV Group and GIC, pursuant to which the Purchaser will acquire InterRent in an all-cash transaction valued at approximately $4 billion, including the assumption of net debt (the "Transaction"). See the news release here.
This is an exciting opportunity for InterRent unitholders to realize a number of compelling benefits, including:
Significant premium to market price. The consideration of $13.55 per unit in cash to be received by unitholders (other than the Retained Interest Holders in respect of their Retained Units1) represents
a premium of 35% to the closing price of the units of $10.03 on the TSX on March 7, 2025, the last trading day prior to media speculation regarding the REIT, and
a 29% premium to the REIT’s 90-day volume-weighted average price on the TSX as of May 26, 2025, the last trading day prior to the announcement of the arrangement.
Certainty of value and immediate liquidity. The consideration to be received by unitholders (other than the Retained Interest Holders in respect of their Retained Units) is payable entirely in cash and therefore provides unitholders with certainty of value and immediate liquidity. The all-cash consideration removes the risks associated with the REIT remaining an independent public entity, as well as external factors such as macroeconomic factors and changes in interest rates.
Compelling value relative to alternatives. The arrangement is the result of a comprehensive assessment of various alternatives reasonably available to InterRent, including the continued execution of the REIT’s strategic plan and the possibility of soliciting other potential buyers of the REIT. The Arrangement Agreement also included a 40-day go-shop period (the "Go-Shop Period") during which the REIT was permitted to actively solicit, facilitate and enter into negotiations with third parties that expressed an interest in acquiring the REIT. As part of the go-shop process, 85 potential counterparties were contacted, and of those, nine executed confidentiality agreements and conducted diligence, which, despite the interest, did not result in any Acquisition Proposals (as defined in the Arrangement Agreement).
Process and Governance
The Arrangement Agreement is the result of a rigorous negotiation process that was undertaken at arm’s length with the oversight and participation of a Special Committee of independent trustees of the REIT (the “Special Committee”), along with financial and legal advisors.
The mandate of the Special Committee included, among other things, evaluating the proposal received from the Purchaser and other alternatives available to the REIT, as well as directing and supervising the negotiations of the arrangement with the benefit of financial and legal advice.
During the Go-Shop Period, InterRent’s financial advisor contacted 85 potential counterparties and no Acquisition Proposals were received by the REIT.
Fairness Opinions and Valuation
BMO Capital Markets and National Bank Financial Markets have each provided fairness opinions stating that the consideration offered to InterRent unitholders (other than the Retained Interest Holders) is fair from a financial point of view.
National Bank Financial Markets also delivered to the Special Committee and the Board a formal valuation, which reflects National Bank Financial Markets’ determination that the fair market value of the units is in the range of $12.75 to $14.00 per unit.2
The complete reasons for the recommendation that InterRent unitholders vote FOR the arrangement are set out in the Management Information Circular (the “Circular”). The Circular also contains the complete text of each fairness opinion and the National Bank formal valuation.
The Circular has been mailed to unitholders, filed on SEDAR+ and is available here.
- As defined in the Management Information Circular.
- As of May 26, 2025, and based upon and subject to the assumptions, limitations, qualifications and other matters set forth therein.
How to vote
Unitholders are recommended to vote FOR the arrangement resolution before August 21, 2025 to receive this compelling offer.
The Circular includes specific details on how to vote, depending on whether you are a beneficial unitholder (also known as a non-registered unitholder) or a registered unitholder:
You are a registered unitholder if you hold a paper unit certificate(s) or a DRS Advice or Statement and your name appears directly on the unit certificate(s) or DRS Advice or Statement. As a registered unitholder, you are identified on the unit registers maintained by TSX Trust Company, as being a unitholder.
If you are a registered unitholder, you will receive a form of proxy (like this sample) which will contain all the information to cast your vote in advance of the Meeting, and/or to appoint another individual to vote for you at the Meeting.
Please refer to the Circular for additional details.
You are a beneficial unitholder if your units are held in an account, such as a bank, broker or trust company. As a beneficial unitholder, you do not have a unit certificate registered in your name, as the units are held by an intermediary for you within your account with that intermediary.
If you are a beneficial or non-registered unitholder, you will receive a Voting Instruction Form that may look like this sample.
Please refer to the Circular for additional details.
The Circular outlines specific voting instructions for each type of unitholder.
If you have any questions or require assistance with voting, please contact our strategic unitholder advisor and proxy solicitation agent.
If you are a unitholder and have not received Meeting Materials:
Please contact our strategic unitholder advisor and proxy solicitation agent:
