Slate Grocery REIT Announces Filing and Mailing of Management Information Circular for Special Meeting of Unitholders to Approve Acquisition by Brixmor and Everview Partners
The all-cash offer includes additional daily consideration if closing occurs after January 20, 2027.
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The Board of Trustees (excluding non-participating trustees) unanimously recommends that Unitholders vote FOR the Arrangement Resolution
Arrangement represents the culmination of an extensive and robust strategic review process focused on maximizing value for all Unitholders
Unitholders to receive cash consideration of
Unitholders who have questions or require assistance with voting may contact the REIT’s proxy solicitation agent, Laurel Hill, by calling toll-free in
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 (
The Consideration
Pursuant to the Arrangement, among other things, the Purchaser will acquire all of the issued and outstanding Units of the REIT for
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 (
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:
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Significant Premium to Trading Price: The Consideration of
US per Unit in cash, plus the Additional Consideration (if applicable), represents (i) a premium of approximately$13.00 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 approximately20% 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.
Required Approvals
The Arrangement will become effective only if it is approved by an affirmative vote of at least: (i) two-thirds (66⅔%) of the votes cast on the Arrangement Resolution by Unitholders present virtually or represented by proxy at the Meeting, voting as a single class; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Unitholders present virtually or represented by proxy at the Meeting, voting as a single class, excluding the votes attached to Units held by persons required to be excluded pursuant to section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The REIT has applied to the Ontario Securities Commission, as its principal regulator, for exemptive relief from the requirement under MI 61-101 that minority approval be obtained on a per-class basis, so that minority approval may instead be obtained from Unitholders voting together as a single class. If such exemptive relief is not obtained prior to the date that is 10 business days prior to the date of the Meeting, all Class A Units and Class I Units will be converted into Class U Units, effective prior to the date of the Meeting, in accordance with the REIT’s declaration of trust, as more particularly described in the Circular.
The Arrangement is also subject to the approval of the
Support and Voting Agreements
Concurrently with the execution of the Arrangement Agreement, each of the trustees of the REIT and the Manager and its affiliates agreed to vote their respective Units, as applicable, in favour of the Arrangement Resolution, pursuant to support and voting agreements, subject to customary exceptions. The Units represented by such support and voting agreements represent approximately
Vote Today
Your vote is important regardless of the number of Units you hold. Vote FOR the Arrangement today.
Unitholders are encouraged to vote in advance of the proxy voting deadline on November 23, 2026, at 11:00 am ET electronically, by telephone or by mail.
Unitholders who have questions or require assistance with voting may contact the REIT’s proxy solicitation agent:
Laurel Hill Advisory Group
North American Toll-Free Number: 1-877-452-7184
Outside
Email: assistance@laurelhill.com
Text Message: Text “INFO” to 1-416-304-0211 or 1-877-452-7184
A copy of the Circular is available under the REIT’s profile on www.sedarplus.com and on the REIT’s website at https://www.slategroceryreit.com/.
About Slate Grocery REIT (TSX: SGR.U / SGR.UN)
Slate Grocery REIT is an owner and operator of
About Brixmor
Brixmor (NYSE: BRX) owns and operates a high-quality, national portfolio of open-air shopping centers. Brixmor’s 346 retail centers comprise approximately 63 million square feet of prime retail space in established trade areas. Brixmor’s properties reflect its vision “to be the center of the communities we serve” and are home to a diverse mix of thriving national, regional and local retailers. Brixmor is a valued partner to a broad range of retailers, including The TJX Companies, The Kroger Co., Publix Super Markets and Ross Stores.
About Everview
Everview Partners, L.P. is a private investment management firm founded in 2024 on the belief that applying both private equity and credit expertise to real asset investments could yield enduring performance across market cycles. Everview invests across the capital structure in real asset companies and properties and seeks to partner with talented business leaders to drive sustainable growth and profitability. For more information, please visit www.everviewcap.com.
About Slate Asset Management
Slate Asset Management is a global investor and manager focused on essential real estate and infrastructure assets. Slate Asset Management focuses on fundamentals with the objective of creating long-term value for its investors and partners across the real assets space. Slate Asset Management is supported by exceptional people and flexible capital, which enable it to originate and execute on a wide range of compelling investment opportunities. Visit slateam.com to learn more.
Forward-Looking Statements
Certain information herein constitutes “forward-looking information” as defined under Canadian securities laws which reflect management’s expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the REIT. The words “plans”, “expects”, “does not expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes”, or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved”, or “continue” and similar expressions identify forward-looking statements. Particularly, statements regarding the Arrangement, including the proposed timing and various steps contemplated in respect of the Arrangement and statements regarding the plans, objectives and intentions of the REIT and the Purchaser are forward-looking information. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the REIT’s control, that could cause actual results to differ materially from those disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under “Risk Factors” in the REIT’s annual information form dated February 10, 2026 for the year ended December 31, 2025, which is available under the REIT’s issuer profile on SEDAR+. As they relate specifically to the Arrangement, these risks and uncertainties include, among others: the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing currently contemplated or at all; the failure to obtain the required Unitholder, Court and Investment Canada Act approvals; risks related to tax matters; adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; risks related to retention and attraction of key personnel during the interim period; the possibility of litigation relating to the Arrangement; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement; and other risks inherent to the REIT’s business or beyond its control.
Unless otherwise required by applicable securities laws, the REIT expressly disclaims any intention, and assumes no obligation, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20261101297954/en/
Media Contacts
For Slate Grocery REIT:
Riyaz Lalani / Dan Gagnier
Gagnier Communications
Slate@gagnierfc.com
Source: Special Committee of Slate Grocery REIT