Agellan Commercial Real Estate Investment Trust set the date of its annual and special unit holder meeting for April 17, 2018, contrary to Sandpiper Real Estate Fund LP's urgent call for a second meeting to vote on the proposed internalization and the shareholder activist's trustee nominees to the REIT's board.
The REIT said Sandpiper did not propose a new business or strategy that warrants a second meeting at this time, especially since the 2017 annual meeting was held only three months before the activist's request. It added that Sandpiper's only publicly stated agenda for a new meeting is to take majority control of the board without paying a premium to all unit holders.
Agellan noted that although Sandpiper and fellow shareholder activist ELAD Canada Inc. had the chance to voice their opposing views at the meeting, the current board received overwhelming support. An ELAD representative was also elected to the REIT's board at the meeting.
The REIT found Sandpiper's strategic proposals to be redundant, saying they were the same key initiatives that Agellan is already implementing, including selling its Parkway Place property in Toronto at the appropriate time to maximize its value and monetizing its remaining office assets.
Agellan also believes Sandpiper's strategic plan could be, among other things, a first step toward gaining a bigger stake in the REIT without investing anything by influencing a reconstituted board to use the net proceeds from an early sale of Parkway Place to repurchase the REIT's outstanding units from unsuspecting unit holders.
The REIT said the meeting date determined by the board will give it reasonable time to evaluate the implications of the combined 30% stake of Sandpiper and ELAD, as well as their possible long-term objectives.
Trimaven Capital Advisors was Agellan's financial adviser on the unit holder request and meeting, with Torys LLP as its legal adviser and Laurel Hill Advisory Group as its strategic proxy adviser. Davies Ward Phillips & Vineberg LLP was the legal adviser to the special committee of the REIT's board that reviewed the activist request.