ISS stated that the transaction makes sense due to the certainty of value and immediate liquidity provided by the cash consideration. Among other reasons for its recommendation, it noted that the offer price is above the midpoint of the formal valuation, the REIT's board of trustees (the "REIT Board") conducted a robust market check process and the upside on a standalone basis appears limited, as the REIT has already completed significant asset dispositions and returned substantial capital to Unitholders through special distributions.
Among other reasons for its recommendation, Glass Lewis noted that the Arrangement provides a fully cash exit, is not subject to a financing condition, and follows an extended process during which no competing proposal for the entire REIT emerged. In this context, the certainty of value and execution compares favourably to the more uncertain standalone alternative.
Permission to use quotations from ISS's and Glass Lewis's reports was neither sought nor obtained.
In addition to the recommendations from ISS and Glass Lewis, the Arrangement has been supported by fairness opinions provided to a special committee of independent trustees of the REIT (the "Special Committee") and the REIT Board from each of BMO Nesbitt Burns Inc. and Haywood Securities Inc. ("Haywood") and a formal valuation from Haywood. After receiving the unanimous recommendation of the Special Committee, and based on advice from its independent ...
