Cominar board unanimously recommends approval of sale to Québec-led consortium
Canderel Real Estate Property Inc. (“Canderel“), a privately held, Québec–based owner, manager and developer of real estate, announced that Iris Acquisition II LP (the “Purchaser“), a Québec-headquartered entity created by a Canderel-led consortium (the “Canderel Consortium“), has entered into an arrangement agreement (the “Arrangement Agreement“) with Cominar Real Estate Investment Trust (“Cominar“), pursuant to which the Purchaser will acquire Cominar, with unitholders (other than members of the consortium) receiving a consideration (the “Consideration“) of $11.75 in cash per unit (the “Transaction“). The Transaction is subject to receipt of Cominar unitholder and court approvals, required regulatory approvals and customary closing conditions, and is expected to be completed in the first quarter of 2022.
The Purchaser has entered into agreements to sell Cominar’s industrial portfolio to Blackstone and a portfolio comprised of certain of Cominar’s retail and office assets to Groupe Mach. The remaining assets that the Canderel Consortium will retain include retail and office properties, and development opportunities in Montreal, Ottawa and Québec City.
“This transaction will provide significant benefits to key stakeholders, including tenants of Cominar, by leveraging the resources of the Canderel platform and a Québec-led group of investors with a long-term perspective to unlock opportunities for growth and development in the communities where Cominar operates,” said Brett Miller, CEO of Canderel.
The Canderel Consortium also includes FrontFour Capital Group LLC (“FrontFour“), Artis Real Estate Investment Trust (“Artis“) and partnerships managed by the Sandpiper Group (“Sandpiper“). In addition, Koch Real Estate Investments, LLC (“KREI“), Artis and Sandpiper are providing preferred equity for the Transaction.
Cominar’s portfolio consists of 310 high-quality office, retail and industrial properties, totalling 35.7 million square feet, located in the Montreal, Québec City and Ottawa areas.
The aggregate Consideration to be paid implies an equity value and enterprise value for Cominar of approximately $2.2 billion and $5.7 billion, respectively, and represents a 16.3% premium to the 20-day volume-weighted average price per unit on the Toronto Stock Exchange for the period ending on October 22, 2021, and a 63.2% premium to the $7.20 closing unit price on September 15, 2020, the last trading day prior to the announcement of Cominar’s strategic review process.
An independently led formal strategic review process at Cominar
Following an extensive formal strategic review process overseen by a special committee of its independent trustees with the input of financial and legal advisors, the Cominar Board of Trustees (with certain Trustees recusing themselves due to a conflict and potential conflict) unanimously determined that the Transaction is in the best interests of Cominar and has recommended that the Arrangement Agreement be approved by unitholders of Cominar at a special meeting to be called for such purpose and expected to be held on or about December 21, 2021.
This recommendation is based upon several factors, including two independent fairness opinions stating that the Consideration is fair, from a financial point of view, to unitholders, as well as a formal valuation from an independent financial advisor.
“Following the extensive Strategic Review Process and based on the recommendation of the independent Trustees of the Board, we are pleased to have reached an outcome that provides immediate value to our unitholders,” said Sylvain Cossette, President and Chief Executive Officer of Cominar. “Through this rigorous review process, we are confident that Canderel and their partners are well positioned to continue investing in key assets over the long-term, while also serving our valued tenants and communities.”
A long-term investment perspective
“Other than certain non-strategic assets that may be sold, our investor consortium is taking a long-term view in acquiring the Cominar portfolio and expects to leverage the complementary development, operating and asset management expertise of our respective organizations to enhance the value of, and re-develop, these high-quality holdings, as we deploy additional capital into the Montreal, Québec City and Ottawa markets, where Cominar’s portfolio properties are located,” stated Mr. Miller.
The Canderel Consortium expects the Transaction to have a minimal impact on jobs, with the majority of Cominar employees continuing in the same functions and managing the same properties. Over time, the Canderel Consortium anticipates the creation of additional employment opportunities.
Canderel is one of Canada’s largest privately held real estate companies. It was founded over 46 years ago by Jonathan Wener and has since grown from its base in Montreal to seven offices across Canada. Canderel owns and manages a real estate portfolio of more than 27 million square feet in Canada’s seven major markets – Québec City, Montreal, Ottawa, Toronto, Calgary, Edmonton and Vancouver. Its 650 real estate professionals have executed more than $15 billion in acquisitions, developments and management projects.
For more information about Canderel, please visit www.canderel.com.
FrontFour is a multi-strategy investment company based in Greenwich, Connecticut. FrontFour has a focus on value-oriented investments across both public and private markets with significant experience within the broader real estate sectors, including an accomplished track record in the Canadian market.
Artis is a diversified Canadian real estate investment trust with a portfolio of industrial, office and retail properties in Canada and the United States. Artis’ vision is to build a best-in-class asset management and investment platform focused on growing net asset value per unit and distributions for investors through value investing in real estate.
For more information about Artis, please visit www.artisreit.com.
Sandpiper is a Vancouver-based private equity firm focused on investing in real estate through direct property investments and securities. For more information about Sandpiper, visit www.sandpipergroup.ca.
KREI is part of Koch Industries, one of the largest privately held businesses in the United States. KREI focuses its efforts on attractive risk-adjusted capital deployment into real estate assets and operating companies. KREI has an acute focus on best-in-class management teams and flexible capital solutions which align interests to drive mutual benefit with its partners. Since 2003, Koch companies have invested nearly US$133 billion in growth and improvements. With a presence in more than 70 countries, Koch companies employ 122,000 people worldwide. From January 2009 to present, Koch companies have earned more than 1,300 awards for safety, environmental excellence, community stewardship, innovation, and customer service.
Cominar is one of the largest diversified real estate investment trusts in Canada and is the largest commercial property owner in the Province of Québec. Cominar’s portfolio consists of 310 high-quality office, retail and industrial properties, totalling 35.7 million square feet located in the Montreal, Québec City and Ottawa areas. Cominar’s primary objective is to maximize total return to unitholders by way of tax-efficient distributions and maximizing the unit value through the proactive management of its portfolio. For additional information about Cominar, please visit www.cominar.com.