Pure Multi-Family REIT LP (TSX:RUF.U) (“Pure”) has entered into a definitive agreement pursuant to which Cortland Partners, LLC (“Cortland”) will acquire all of the issued and outstanding units of Pure. Under the arrangement, each unit of Pure will be acquired for US$7.61 in an all-cash transaction valued at US$1.2 billion, including net debt. The purchase price represents a premium of 15% over the closing price of Pure on the TSX on June 26, and a 15% premium based on the 20-day VWAP of Pure’s units. The transaction is expected to close in Q4 2019.
The arrangement provides a “go-shop” provision with a two-tier termination fee structure that allows the Board of Directors to actively solicit a superior proposal before August 12, 2019 subject to a customary “right to match” in favour of Cortland.
Scotiabank is acting as financial advisor to Pure on the transaction while Lazard is acting as financial advisor to Cortland.
Fort Capital Partners provided a fairness opinion to the Special Committee and the Board.