Cominar Real Estate Investment Trust agreed to be acquired in a C$5.7 billion all-cash deal by Iris Acquisition II LP, an entity created by a group led by Canderel Real Estate Property and including FrontFour Capital Group LLC, Artis Real Estate Investment Trust and partnerships managed by Sandpiper Group Holdings Inc.
At C$11.75 per unit, the consideration reflects an equity value of roughly C$2.2 billion. This represents a 63.2% premium to Cominar's C$7.20 closing price on the Toronto Stock Exchange Sept. 15.
In addition, Koch Real Estate Investments and Artis are providing preferred equity for the deal, which will be carried out through a court-approved plan of arrangement.
As part of the deal, Group Mach Acquisition Inc. will acquire certain Cominar retail and office assets for nearly C$1.5 billion, and Blackstone Inc. will acquire Cominar's industrial portfolio in separate transactions. Canderel and the consortium will retain portions of Cominar's retail portfolio as well as components of the REIT's office portfolio.
Cominar will suspend its distributions for October, November and December as part of the transaction.
The deal, which was recommended by Cominar's board of trustees and the board's special committee, is expected to close in the first quarter of 2022, subject to the receipt of Cominar unit holder, court and required regulatory approvals as well as the satisfaction of customary closing conditions.
National Bank Financial Inc. and BMO Capital Markets are acting as financial advisers while Davies Ward Phillips & Vineberg LLP is acting as legal adviser to Cominar. Desjardins Capital Markets provided an independent valuation to Cominar's special committee and board, and Fasken Martineau DuMoulin LLP is acting as independent legal adviser to the special committee. TACT and Longview Communications & Public Affairs are acting as strategic communications advisers to Cominar.
Moelis & Co. is serving as financial adviser while Stikeman Elliott LLP and McCarthy Tetrault LLP are acting as legal advisers to Iris Acquisition II. Norton Rose Fulbright Canada LLP is acting as legal adviser to Artis and Sandpiper, and Osler Hoskin & Harcourt LLP is serving as legal adviser to Koch Real Estate Investments. National Public Relations is serving as strategic communications adviser to Iris Acquisition II.
Scotiabank, CIBC and RBC Capital Markets are serving as financial advisers while Scotiabank and CIBC are providing debt financing to Group Mach Acquisition in connection with the deal. Borden Ladner Gervais LLP and KPMG are acting as legal adviser and accounting adviser, respectively, to Mach.
