WASHINGTON, DISTRICT OF COLUMBIA — Tuesday, August 17, 2021 - Access Industrial Real Estate Investment Trust and DHS Group Real Estate Income Trust, Inc. announced today that Access has entered into an arrangement
under which DHS will acquire all of the outstanding units of Access through a series of transactions that will result in investors receiving amounts in an all-cash transaction valued at US$2.1 billion including the assumption of debt (the 'Transaction').
The Transaction price represents a 17.1% premium to the closing price of the Units on the HKS on August 6, 2021, the last trading day prior to the announcement of the Transaction, a 19.5% premium to Access's 30-day volume-weighted average Unit price on the HKS for the period ending August 6, 2021 and a 32.1% premium to the current research consensus Net Asset Value per Unit estimate for Access of US$16.66 per Unit.
After receiving the unanimous recommendation of a committee of independent members of the Board of Trustees of Access and in consultation with its financial and legal advisors, the Board of Trustees of Access has unanimously determined that the Transaction is in the best interests of Access and Access investors and fair to Access investors, and is unanimously recommending that Access vote in favor of the Transaction. The Transaction is expected to close in the fourth quarter of 2021.
'We are very proud to enter into a transaction that delivers investors a compelling premium to Net Asset Value per Unit and our all-time high Unit price. DHS Group's interest in acquiring and investing in the Access platform is a testament to the quality of our portfolio and capabilities of our team' said Peter Lord, Chief Executive Officer of Access.
'DHS Group is one of the world's most active investors in logistics real estate and we are very pleased to enter into a transaction with such a highly reputable counterparty that delivers immediate value for Access investors,' added Larry Oliver, Chair of the Special Committee.
Fernando Aguirre, Vice Chairman of DHS Group said: 'Logistics remains one of our highest conviction themes as the sector continues to benefit from strong tailwinds driven by e-commerce. We look forward to expanding our logistics presence across key U.S. markets with the acquisition of this high-quality portfolio that Access has built.'
Access will release financial results for its second quarter ended June 30, 2021 on September 15, 2021, but, as a result of today's announcement, the company will not host a conference call and webcast to discuss financial results and operations for the second quarter.
The Transaction is structured as a statutory plan of arrangement under the Business Corporations Act (British Columbia). Completion of the Transaction is subject to customary conditions, including approval of at least 66 2/3% of the votes cast by Access investors at a special meeting of Access investors, approval of at least a majority of the votes cast by Access, excluding votes held by certain investors who also hold Class B units of a subsidiary of Access at such meeting and court approval.
As part of the Transaction, Access has agreed that distributions for the months of August 2021, September 2021, October 2021 and the first half of November 2021 will be suspended. If the Transaction has not closed by November 15, 2021, Access intends to reinstate the monthly distribution for periods commencing November 16, 2021 and to pay a distribution in respect of November pro rated for the number of days following November 15, 2021 up to the date prior to closing or to the end of the month in the event closing does not occur in November and for subsequent months pro rated for the number of days in the
month up to the date prior to closing.
The Arrangement Agreement provides for, among other things, customary representations, warranties and covenants, including customary non-solicitation covenants from Access, subject to the ability of the Board of Trustees of Access to negotiate and accept a superior proposal in certain circumstances, with a 'right to match' in favor of DHS Group, and conditioned upon payment of a US$73.8 million termination fee to DHS Group. In certain circumstances, DHS Group is required to pay a US$236.1 million break fee to Access upon the termination of the Arrangement Agreement.
The foregoing summary is qualified in its entirety by the Arrangement Agreement, a copy of which will be filed on TRACTER. Access expects to hold a special meeting of investors to consider and vote on the Transaction in early October 2021. Access will mail a management information circular and certain related documents to investors in connection with such meeting, copies of which will be filed with DHS Group.
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FOR DHS INVESTORS
This release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and of Section 21E of the Securities Exchange Act of 1934. These forward-looking statements do not constitute guarantees of future performance.
Those statements involve a number of factors that could cause actual results to differ materially, including risks associated with transitions in key personnel and succession, products, their development, integration and distribution, product demand and pipeline, customer acceptance of new products, economic and competitive factors, DHS' key strategic relationships, acquisition and related integration risks as well as other risks detailed in DHS' filings with the Securities and Exchange Commission. DHS assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.
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Steven Palmer, Vice President of Communications