The company has filed and mailed its management information circular ahead of a special meeting where unitholders will vote on the proposed acquisition by Brixmor and Everview Partners
Slate Grocery REIT an owner and operator of U.S. grocery-anchored real estate, announced today that it has filed and mailed the management information circular (the “Circular”) and related materials in connection with the special meeting (the “Meeting”) of the holders (the “Unitholders”) of class A units (the “Class A Units”), class I units (the “Class I Units”) and class U units (the “Class U Units” and, together with the Class A Units and the Class I Units, the “Units”) of the REIT, which will be held in a live, virtual-only format on November 25, 2026 at 11:00 a.m. ET, online at https://meetings.lumiconnect.com/200-152-874-948.
The Arrangement
At the Meeting, Unitholders as of the close of business on October 20, 2026 (the “Record Date”) will be asked to consider and, if deemed advisable, to pass a special resolution (the “Arrangement Resolution”) approving a plan of arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) and Section 60 of the Trustee Act (Ontario) involving the REIT, EP/BRX Holdings LLC, a joint venture between an affiliate of Brixmor Property Group Inc. and affiliates of Everview Partners, L.P. (the “Purchaser”), and 1001700324 Ontario Inc., a subsidiary of the REIT (“ArrangementCo”), as more particularly described in the Circular.
The Consideration
Pursuant to the Arrangement, among other things, the Purchaser will acquire all of the issued and outstanding Units of the REIT for US$13.00 in cash per Unit (the “Consideration”), plus, if the Arrangement has not closed on or before January 20, 2027, an amount equal to US$0.002482 multiplied by the number of calendar days elapsed after January 20, 2027 until (but not including) the closing date (the “Additional Consideration”), which would increase the aggregate consideration payable to Unitholders by approximately US$150,000 per day, subject to the terms and conditions of the arrangement agreement (the “Arrangement Agreement”) dated September 27, 2026, among the Purchaser, the REIT and ArrangementCo.
Special Committee and Board Recommendations and Reasons
The Board of Trustees of the REIT (the “Board”), following careful consideration of the fairness opinions of the financial advisors and taking into account such factors and matters as it considered relevant, including, among other things, the unanimous recommendation of a special committee (the “Special Committee”) of independent trustees of the Board (excluding Blair Welch and Brady Welch, who, by reason of their relationships with the REIT’s external manager, Slate Asset Management (Canada) L.P. (the “Manager”), and Slate Asset Management L.P. (“SLAM”), did not participate in the deliberations of the Board and abstained from voting (collectively, the “Non-Participating Trustees”)), has unanimously determined that the Arrangement is in the best interests of the REIT and is fair to the Unitholders (other than the Manager and its affiliates).
Accordingly, the Board (excluding the Non-Participating Trustees) has unanimously approved the Arrangement and unanimously recommends that Unitholders vote FOR the Arrangement Resolution, for the following reasons, among others:
- Significant Premium to Trading Price: The Consideration of US$13.00 per Unit in cash, plus the Additional Consideration (if applicable), represents (i) a premium of approximately 13% to the closing price per Class U Unit on the Toronto Stock Exchange (the “TSX”) on May 21, 2026, the last trading day prior to the public announcement of a strategic review process (the “Strategic Review”); and (ii) a premium of approximately 20% to the closing price per Class U Unit on the TSX on September 23, 2026, the last trading day prior to the REIT’s announcement of the suspension of distributions pending the outcome of the Strategic Review.
- Certainty of Value and Liquidity to Unitholders: The Consideration is payable entirely in cash and provides Unitholders with certainty of value and liquidity for their investment, without the risks associated with continuing to own Units of the REIT as a public entity, including challenges associated with ownership and operation of a portfolio of U.S. grocery-anchored retail properties, market price volatility, macroeconomic factors, changes in interest rates, access to and pricing of debt and equity capital, capitalization rates, inflation, political conditions and other market conditions that are beyond the control of the REIT.
- Culmination of an Extensive Strategic Review: The Arrangement represents the culmination of an extensive and robust Strategic Review undertaken following receipt by the independent trustees of an unsolicited, non-binding acquisition proposal for the REIT from SLAM in January 2026 (the “SLAM Proposal”). The Strategic Review, publicly announced on May 22, 2026, was diligently pursued over a period of just over eight months under the oversight of the Special Committee, with the assistance of its financial, legal, tax and real estate advisors, to evaluate the SLAM Proposal and other strategic alternatives available to the REIT, with a view to maximizing value for Unitholders while acting in the best interests of the REIT.
- Compelling Value Relative to Alternatives: Prior to the REIT entering into the Arrangement Agreement, the Special Committee and the Board (with the Non-Participating Trustees abstaining), with the assistance of their financial, legal, tax and real estate advisors, and based upon their collective knowledge of the business, operations, financial condition, earnings and prospects of the REIT, as well as their collective knowledge of the current and prospective environment in which the REIT operates (including economic and market conditions), assessed the relative benefits, risks and potential timelines of various alternatives reasonably available to the REIT. In making that assessment, the Special Committee and the Board (with the Non-Participating Trustees abstaining) considered, among other things, the REIT’s leverage profile, capital requirements and distribution policy. As part of the Strategic Review, the Special Committee and the Board (with the Non-Participating Trustees abstaining) concluded that the Consideration to be received by Unitholders, payable entirely in cash, represents compelling value relative to such alternatives.
- Fairness Opinions: Each of Evercore Group L.L.C., as financial advisor to the Special Committee, and CIBC World Markets Inc., retained to provide an independent fairness opinion, provided a fairness opinion to the Special Committee, dated as at September 27, 2026, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by Unitholders (other than the Manager and its affiliates) pursuant to the Arrangement Agreement is fair, from a financial point of view, to such Unitholders.
A full description of the reasons for the recommendation that Unitholders vote FOR the Arrangement Resolution is included in the Circular.
