Melcor REIT and Melcor Developments Announce Support of Arrangement by Telsec and Firm Capital

/EIN News/ -- EDMONTON, Alberta, March 05, 2025 (GLOBE NEWSWIRE) -- Melcor Real Estate Investment Trust (“Melcor REIT” or the “REIT”) (TSX: MR.UN) and Melcor Developments Ltd. (“Melcor” or the “Company”) (TSX: MRD) today announced that Melcor REIT and Melcor have entered into voting support agreements (the “Voting Support Agreements”) with each of Telsec Property Corporation, Richard Van Grieken, Bonnie Van Grieken and Kris Van Grieken (collectively, the “Telsec Group”) and FC Private Equity Realty Management Corp. and its affiliates (collectively, the “FC Group”) in connection with Melcor’s proposed acquisition of Melcor REIT.

As previously announced, Melcor REIT and Melcor entered into an amended and restated arrangement agreement (the “Amended Agreement”) dated November 24, 2024 with Melcor REIT GP Inc. Pursuant to the terms of the Amended Agreement, Melcor has committed to acquire its unowned equity interest (approximately 45%) in Melcor REIT Limited Partnership (“REIT LP”) for $5.50 per unit in cash consideration, which is a $0.55 per unit or an 11% increase over the prior consideration (the “REIT LP Sale”). Melcor’s unowned equity interest in REIT LP comprises all REIT LP’s outstanding Class A LP Units (approximately 13.0 million units). In accordance with the arrangement (the “Arrangement”), the REIT will use the proceeds from the REIT LP Sale to repurchase and cancel all of the REIT’s outstanding participating trust units (“Trust Units”). Further, the Amended Agreement included a new and extended 90-day “go shop” period.

Pursuant to the Voting Support Agreements, each of the Telsec Group and the FC Group have, among other things, agreed to vote (or cause to be voted) all of the Trust Units owned by them, or over which they have control or direction, in favour of the Arrangement at the special meeting of Melcor REIT unitholders currently scheduled for April 11, 2025. The Voting Support Agreements contain customary representations, warranties, covenants and termination provisions for agreements of this nature.

The Telsec Group and the FC Group collectively own or exercise control or direction over approximately 4,057,515 Trust Units.

The description of the terms of the Voting Support Agreement contained herein is a summary only and is qualified in its entirety by the terms of the Voting Support Agreement, which will be filed on SEDAR+ at www.sedarplus.ca in due course.

About Melcor REIT
Melcor REIT is an unincorporated, open-ended real estate investment trust. Melcor REIT owns, acquires, manages and leases quality retail, office and industrial income-generating properties in western Canada. Its portfolio is currently made up of interests in 34 properties representing approximately 2.8 million square feet of gross leasable area located across Alberta and in Regina, Saskatchewan. For more information, please visit www.melcorREIT.ca.

About Melcor
Melcor is a diversified real estate development and asset management company that transforms real estate from raw land through to high-quality finished product in both residential and commercial built form. Melcor develops and manages mixed-use residential communities, business and industrial parks, office buildings, retail commercial centres and golf courses. Melcor owns a well diversified portfolio of assets in Alberta, Saskatchewan, British Columbia, Arizona and Colorado.

Melcor has been focused on real estate since 1923. The Company has built over 170 communities and commercial projects across Western Canada and today manages 4.76 million sf in commercial real estate assets and 452 residential rental units. Melcor is committed to building communities that enrich quality of life - communities where people live, work, shop and play.

Melcor’s headquarters are located in Edmonton, Alberta, with regional offices throughout Alberta and in Kelowna, British Columbia and Phoenix, Arizona. Melcor has been a public company since 1968 and trades on the Toronto Stock Exchange (TSX: MRD). For more information, please visit www.melcor.ca.

Contact Information
Tel: 1.780.945.4795
ir@melcorreit.ca
ir@melcor.ca

Forward Looking Statements

This news release includes forward-looking information within the meaning of applicable Canadian securities laws. In some cases, forward-looking information can be identified by the use of words such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, and by discussions of strategies that involve risks and uncertainties, certain of which are beyond Melcor's and the REIT’s control. In this news release, forward-looking information includes, among other things, statements relating to expectations with respect to the timing and outcome of the Arrangement, the timing of the Meeting and the results thereof (including voting results), and statements with respect to completion of the Arrangement. The forward-looking information is based on certain key expectations and assumptions made by each of Melcor and the REIT, including with respect to the structure of the Arrangement and all other statements that are not historical facts. The timing and completion of the Arrangement is subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, required regulatory, court, and unitholder approvals. Although management of each of Melcor and the REIT believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that any transaction, including the Arrangement, will occur or that it will occur on the timetable or on the terms and conditions contemplated in this news release. The Arrangement could be modified, restructured or terminated. Readers are cautioned not to place undue reliance on forward-looking information. Additional information on these and other factors that could affect Melcor and the REIT are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR+ website (www.sedarplus.ca).

By its nature, such forward-looking information necessarily involves known and unknown risks and uncertainties that may cause actual results, performance, prospects and opportunities in future periods of Melcor and the REIT to differ materially from those expressed or implied by such forward-looking statements. Furthermore, the forward-looking statements contained in this news release are made as of the date of this news release and neither Melcor, nor the REIT nor any other person assumes responsibility for the accuracy and completeness of any forward-looking information, and no one has any obligation to update or revise any forward-looking information, whether as a result of new information, future events or such other factors which affect this information, except as required by law.