Toronto, March 28, 2024–(BUSINESS WIRE)–Tricon Residential Inc. (NYSE: TCN, TSX: TCN) (“Tricon'' or the “Company'') announces that at the Company's special meeting of stockholders (the “Meeting'') . At a general meeting held earlier today, our shareholders voted to approve the previously announced statutory agreement plan. business corporation law (Ontario) (the “Agreement”), Blackstone Real Estate Partners Get it all. (“Common Shares”) to transfer Common Shares for cash at US$11.25 per share (the “Transaction”).
This arrangement required the following approvals: (i) at least two-thirds (66 2/3%) of the votes cast by our stockholders who were present or represented at the general meeting, voting as a single group; (ii) because the proposed arrangement is a “business combination” subject to Multilateral Agreement 61-101 – Protection of minority security holders in special transactions (“MI 61-101”), a simple majority (50% or more) of the votes cast by our stockholders present or represented at the meeting, excluding the votes of Blackstone and other stockholders of our company whose votes must be excluded. ) Compliant with MI 61-101.
Of the votes cast at the meeting with respect to the Arrangement, a total of 28,391,666 shares of common stock were voted in favor of the special resolution approving the Arrangement, representing approximately 99.3% of the votes cast by our stockholders. . In addition, a total of 173,887,643 shares of common stock were voted in favor of the special resolution approving the Arrangement, which is a total of 173,887,643 shares of common stock that our stockholders are required to exclude pursuant to MI 61-101. That's about 99.2% of the votes cast. A complete report of our voting results will be filed under our issuer profile at www.sedarplus.ca and on Form 6-K at https://www.sec.gov.
Tricon intends to seek a final order from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement on April 5, 2024 (the “Final Order”). Completion of the transaction is subject to the satisfaction or waiver of certain customary closing conditions, including receipt of final orders and regulatory approvals under regulations. canada investment law. The transaction is expected to close in the second quarter of this year, subject to the satisfaction or waiver of all conditions of the transaction. Following the completion of the Transaction, the Common Shares will be delisted from the New York Stock Exchange and the Toronto Stock Exchange and the Company may apply to cease as a reporting issuer and deregister the Common Shares under applicable Canadian securities laws. is expected.Stocks under the umbrella Securities Exchange Act of 1934as amended (the “United States Exchange Law”).
Our Management Information Circular dated February 15, 2024 (the “Circular”) is accompanied by a letter of transmittal explaining how our stockholders of record can submit their Common Shares to receive the consideration to which they are entitled. I did. transaction. Registered company shareholders with questions about how to complete a letter of transmittal may contact her TSX Trust, the company's transfer agent and custodian, at 1-866-600-5869 (toll-free in North America) or 416-342. Please ask questions. -1091 (outside North America) or email [email protected]. A unitholder shareholder holding ordinary shares registered in the name of an intermediary must contact the intermediary or other intermediary to provide instructions regarding the arrangement and to arrange the transfer of ordinary shares in order to receive consideration. there is. has rights in connection with the transaction.
About Tricon Residential Co., Ltd.
Tricon Residential Inc. (NYSE: TCN, TSX: TCN) is an owner, operator, and developer of a growing portfolio of approximately 38,000 single-family rental homes in the U.S. Sunbelt and multifamily properties in Toronto, Canada. is. Our commitment to enriching the lives of our employees, residents and communities underpins Tricon's culture and business philosophy. Through our technology-enabled operating platform and dedicated local operations team, we provide high-quality rental housing options to families across the United States and in Toronto, Canada. Our development programs are also delivering thousands of new rental homes and apartments as part of our efforts to help solve the housing shortage. At Tricon, we imagine a world where homes unlock life's possibilities. For more information, please visit www.triconresidential.com.
Forward-looking information
Certain statements contained in this news release may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information often, but not always, refers to statements such as “anticipates,” “plans,” “anticipates,” “may,” “intends,” “intends,” or “should.” ” and similar expressions. . This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Masu. Forward-looking information contained in this news release includes, but is not limited to: statements regarding the final order, the anticipated completion and timing of the transaction, and the satisfaction of conditions pending completion of the transaction. receipt of the necessary court and regulatory approvals (including:) the delisting of our common shares from the New York Stock Exchange and the Toronto Stock Exchange; and our application for suspension as a reporting issuer under applicable Canadian securities laws; , and the deregistration of our common stock pursuant to: US exchange laws.
Such forward-looking information and statements involve risks and uncertainties and are subject to management's current expectations, intentions and assumptions, including expectations and assumptions regarding the receipt of necessary approvals and the satisfaction of other conditions pending the completion of the transaction. Based on assumptions. There can be no assurance that the proposed transaction will be completed. There can also be no assurance that the transaction will be completed in accordance with the planned terms of the transaction. Accordingly, although the Company believes that the expectations and assumptions underlying the forward-looking information contained in this news release are reasonable, Tricon can give no assurance that they will prove to be true. You should not place undue reliance on forward-looking information. Correctly. Forward-looking information relates to future events or conditions and, by its nature, involves inherent risks and uncertainties. Actual results may differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to: failure to obtain necessary approvals or to satisfy conditions (or obtain exemptions) to close the transaction; the occurrence of events, changes or other circumstances that may cause termination of the transaction; material adverse changes in Tricon's business or operations; the parties' ability to obtain necessary court and regulatory approvals; If either party fails to complete the transaction when required or in accordance with the terms originally negotiated. risks related to disruptions to management time due to ongoing business operations resulting from the Transaction and potential difficulties in maintaining customer, supplier, key personnel and other strategic relationships; the possibility of litigation in connection with the Transactions, including the consequences of such litigation; the possibility that unexpected costs and liabilities may be incurred in connection with the transaction; competitive factors in the industries in which Tricon operates; interest rates, exchange rates and general economic conditions. and other factors, many of which are beyond Tricon's control. Additional factors and risks that may affect Tricon, its business, and the achievement of the forward-looking statements contained herein are described in the “Risk Factors” section of the Circular, as well as in Tricon's Annual Information Form and Tricon's Management. Included in the discussion and analysis by the team. To Tricon's SEC for the year ended December 31, 2023, and Schedule 13E-3 containing subsequent reports filed at www.sedarplus.ca and circulars located at www.sec regarding Tricon's SEDAR+ profile stated in the submitted documents. Government The forward-looking information contained in this news release represents Tricon's expectations as of the date of publication and is subject to change after that date. Tricon disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
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contact address
For more information, please contact us below.
Wissam Francis
Vice President and Chief Financial Officer
Email: [email protected]
Wojtek Nowak
Managing Director of Capital Markets
Tricon Media Contact:
tara tucker
Senior Vice President, Corporate and Public Relations
Email: [email protected]
