Date announced: 11/24/2021

Value: See below

On October 24, 2021, Cominar Real Estate Investment Trust (Cominar or the REIT) (TSX: CUF.UN) announced that it has entered into an arrangement agreement (the Arrangement Agreement) to be acquired by Iris Acquisition II LP (the Purchaser), an entity created by a consortium led by Canderel Real Estate Property Inc. (Canderel), a leading Québec real estate owner and operator, and including FrontFour Capital Group LLC (FrontFour), Artis Real Estate Investment Trust (Artis), and partnerships managed by the Sandpiper Group (Sandpiper) (the Transaction). In addition, Koch Real Estate Investments, LLC (KREI), and Artis are providing preferred equity for the Transaction. The Transaction is to be carried out by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the Plan of Arrangement). In connection with the Transaction, Group Mach Acquisition Inc. (Mach) will acquire approximately $1.5 billion of retail and office properties as part of the Plan of Arrangement.

Under the terms of the Arrangement Agreement, the Purchaser will acquire Cominar for consideration of $11.75 in cash per unit (the Consideration). For Cominar's unitholders, this represents a 16.3 per cent premium to the 20-day volume-weighted average price per unit of Cominar (Unit) for the period ending on October 22, 2021 and a 63.2 per cent premium to the $7.20 closing price of Units on the Toronto Stock Exchange (the TSX) on September 15, 2020, the last trading day prior to the announcement of the Strategic Review Process. The Consideration implies an equity value and enterprise value for Cominar of approximately $2.2 billion and $5.7 billion, respectively.

As part of the Plan of Arrangement, Mach will acquire, through its affiliate, Mach Capital Inc. (Mach Capital) as guarantor of its obligations, certain of Cominar's retail and office properties for approximately $1.5 billion, and Blackstone will acquire Cominar's industrial portfolio (together with Mach, collectively, the Asset Purchasers). The proceeds of the acquisition of these assets from Cominar, to be carried out by way of separate agreements of purchase and sale between the Purchaser and each of the Asset Purchasers will fund a portion of the Consideration. Canderel and the consortium intend to retain portions of Cominar's retail portfolio, as well as components of Cominar's office portfolio.

The Transaction is expected to close in the first quarter of 2022, subject to receipt of Cominar unitholder, court and required regulatory approvals as well as satisfaction of customary closing conditions.

BLG is acting for Mach with a team led by Fred R. Pletcher and Neil Hazan, including Philippe TardifJulie BogleOlivier BusqueJames Cantwell and Connor MacLeod (Securities and Capital Markets); Line AbecassisCatherine Guertin and Diane Leduc (Real Estate); Julie Belley-Perron (Environmental) Benjamin GrossTu Anh Tran and Christina Sciarretta (Financial Services - Secured Lending); Joseph H. Takhmizdjian and Alessandro Cotugno (Tax); Subrata Bhattacharjee and Denes Rothschild (Competition); Tasy BacoliasAlex WangJordan FurfaroGeneviève BergeronMax Jarvie, Matteo Grandillo, Adam ZiriLinda Varjan and Stéphanie Giroux (Corporate Commercial); Danny J. KauferChanel SterieRose Massicotte and Frederic Massé (Labour & Employment) and Samuel Robichon (Insurance).

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