Thursday, April 5, 2018
Vancouver, BC – April 5, 2018: Pure Multi-Family REIT LP (“Pure Multi-Family” or the “REIT”) (TSXV: RUF.U, RUF.UN, RUF.DB.U; OTCQX: PMULF) today announced that the board of directors (the “Board”) as part of its review of strategic options has initiated a formal process to explore the potential sale of the REIT. The process will be overseen by the special committee of independent directors (the “Special Committee”).
The Board is and has always been committed to maximizing unitholder value. The Special Committee and the Board have thoroughly assessed the proposals from Electra America (“Electra”) and believe they undervalue Pure Multi-Family’s high quality portfolio.
Rationale for Rejecting the Electra Proposals
The REIT has communicated with Electra since its initial proposal and the Board, on the recommendation of the Special Committee after receiving advice from its financial and legal advisors, determined that it was in the best interest of unitholders to reject the proposals. In making its determination, the Board concluded: (i) the proposals do not fully value Pure Multi-Family’s highly attractive portfolio, (ii) that many other highly credible parties are capable of paying a higher value than the proposals, and (iii) Electra’s proposals are highly conditional and require a 30-day exclusivity period. Electra’s proposals also provided that they would be immediately withdrawn in the event the REIT publicly disclosed their existence.
Market Supportive of Pure Multi-Family
Research analysts widely support Pure Multi-Family’s decision to reject Electra’s proposals, highlighting they do not fully reflect the value inherent in the REIT’s high quality portfolio. We have included below several quotes from research analysts following Electra’s proposals:
“In our view, Pure Multi could garner substantial interest from other strategic bidders due to: 1) the digestible size of Pure Multi’s platform; 2) its attractive exposure to growing US Sunbelt apartment markets such as Dallas Fort-Worth, Texas; and 3) the high-quality nature of its multifamily portfolio (average age: ~10 years). If consummated, we believe Pure Multi could achieve a takeover offer price of $8.00/unit or more, implying a cap rate of 5.0% or lower.” – Industrial Alliance (04/04/18)
“We believe the offer price represents a good opening bid…Our outlook for RUF is constructive given its fully internalized platform, Class "A" assets, insider ownership (~4%) and the economic tailwinds from some of the strongest growth markets in the U.S. Hence, we believe there should be room to improve the bid to more fully reflect RUF's valuable platform, a portfolio premium and renewed operating momentum.” – RBC (04/03/18)
“Because this is an all-cash bid at a reasonable premium to both the market price and to NAV, investors have good reason to seriously consider the proposal. However, in our view, RUF is worth more.” – NBF (04/04/18)
“In our view, this bid is most likely not the ‘best price’ and we suspect Electra would raise the bid to acquire Pure’s portfolio. Pure Multi-Family has assembled a high-quality portfolio of rental apartment properties in strong markets in the US, and we believe that there would be significant interest in acquiring the portfolio.” – Canaccord Genuity (04/03/18)
Scotiabank and Farris Vaughan Wills & Murphy LLP are acting as financial and legal advisors to the Special Committee. There is no guarantee that the strategic review process will result in a transaction.
About Pure Multi-Family REIT LP
Pure Multi-Family is a Canadian based, publically traded vehicle which offers investors exclusive exposure to attractive, institutional quality U.S. multi-family real estate assets.
For more information, please contact:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Pure Multi-Family REIT LP
Vice President, Investor Relations
Certain statements in this news release may constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking information involves known and unknown risks, uncertainties and other factors, and it may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information generally can be identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “feel”, “intend”, “may”, “plan”, “predict”, “project”, “subject to”, “will”, “would”, and similar terms and phrases, including references to assumptions. Some of the specific forward-looking information referred to in this news release includes, but is not limited to, a statement that the process will be overseen by the Special Committee.
The forward-looking information contained in this news release are based on certain key expectations and assumptions made by Pure Multi-Family, including: the existence of many other highly credible parties capable of paying a higher value than Electra’s current proposals; those assumptions made by research analysts contained in this news release; and reasonably stable economies in the markets in which Pure Multi-Family operates.
Although Pure Multi-Family believes that the expectations and assumptions on which the forward-looking information are based are reasonable, undue reliance should not be placed on the forward-looking information because Pure Multi-Family can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, without limitation, the risk that the strategic review process may not result in a transaction and those factors that can be found under “Risk Factors” in Pure Multi-Family’s Annual Information Form dated March 21, 2018 and under “Risks and Uncertainties” in Pure Multi-Family’s Management’s Discussion and Analysis dated March 7, 2018, both of which are available on SEDAR at sedar.com.
The forward-looking information contained in this news release represent Pure Multi-Family’s expectations as of the date hereof, and are subject to change after such date. Pure Multi-Family disclaims any intention or obligation to update or revise any forward-looking information except as required by law.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (as that term is defined in policies of the TSX Venture Exchange) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.