FC Private Equity Realty Management Corp. and Telsec Property Corporation Respond to Melcor REIT’s Desperate Attempt to Mislead Unitholders and Remind Unitholders to Vote Against Melcor Development’s Take Under Offer for Melcor REIT

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TORONTO, Nov. 12, 2024 (GLOBE NEWSWIRE) —  Telsec Property Corporation (“Telsec”) and FC Private Equity Realty Management Corp. (“Firm Capital” and together with Telsec, the “Offerors”) release the following statement today in response to the desperate and misleading press release issued earlier today by Melcor Real Estate Investment Trust (“Melcor REIT”):

“Today, Melcor REIT released a statement heavy on “advisor inputs” and completely vacuous on substance. If the energy and money used to prepare this multi-page statement had been used to run a fair process in connection with the proposed Take Under Offer, Unitholders would all have been better off.

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Melcor REIT will have us believe that IFRS NAV is no longer an appropriate measure for a take private transaction and that a truncated go-shop period of a mere 30 days to solicit a superior proposal is a better proxy for assessing the market value of a real estate investment trust. This is even more concerning when you consider, among other things, that the superior proposal must not have been subject to any financing condition, such that a potential buyer would have had to make a fully financed offer to acquire Melcor REIT.

We can imagine truly independent trustees questioning the suspension of distributions within close proximity to a take private transaction with a related party, whether a longer or more robust go-shop period or actual process would have resulted in more value and whether a sale of individual assets and return of capital to Unitholders would have yielded a return at or above the $9.00 IFRS NAV, significantly more than the $4.95 per Trust Unit offered under the Take Under Offer. It should be added that the majority unitholder of Melcor REIT, Melcor Developments, has consistently shown its conflicts as being the external asset manager and 55% unitholder, whereby Melcor Developments can offer $4.95 per Trust Unit to take private Melcor REIT, and Melcor REIT can sign off and get auditor approval to a NAV close to $9.00 per Trust Unit. As we have stated since Day 1, the best course of action by Melcor REIT would have been to, in an orderly manner, liquidate its properties at NAV and return cash to all Unitholders.

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Melcor REIT makes a few allegations in today’s press release hedged by “advisor” language to avoid defamation. They are false and designed to mislead Unitholders. Indeed, Melcor REIT has not raised these issues directly with either of Telsec or Firm Capital and has apparently decided it was, instead, in the best interests of Unitholders to simply press release these allegations in the manner presented today.

On that note, and despite Melcor REIT’s unfounded allegations, we have a plan after the Take Under Offer is defeated: (1) we intend on taking steps to terminate the related party agreements and transactions between Melcor REIT and Melcor Developments; and (2) we intend on taking steps to replace the board of trustees of Melcor REIT with independent trustees focused on value creation for all Unitholders.

We thank Unitholders who have tendered their trust units of Melcor REIT to our Tender Offer, sold their units to us in the open market or who have committed to vote against the proposed Take Under Offer.

We expect that the Take Under Offer will be defeated.”

Unitholder
Questions

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For further information regarding the Tender Offer, how to vote “AGAINST” the proposed take-under offer (“Take Under Offer”) of Melcor REIT by Melcor Developments Ltd. (“Melcor Developments”) or any other information contained herein, please contact:

Shorecrest Group Ltd.
North American Toll-Free: 1-888-637-5789
Calls outside North America: 647-931-7454
Email: contact@shorecrestgroup.com

Full details of the tender offer proposed by the Offerors (the “Tender Offer”) is available to unitholders of Melcor REIT (“Unitholders”) in the offer letter, letter of transmittal and any ancillary documentation thereto (the “Tender Offer Documents”) made available to Unitholders. Minority Unitholders can visit Melcor REIT’s SEDAR+ profile on www.sedarplus.ca to access the Tender Offer Documents.

Firm Capital and Telsec’s Advisors

The Offerors have engaged Norton Rose Fulbright Canada LLP as legal advisor and Shorecrest Group Ltd. as proxy advisor and depositary and information agent.

About Firm Capital

FC Private Equity Realty Management Corp. is a leading real estate private equity investment firm in Toronto, Canada.

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About Telsec

Telsec Property Corporation is a leading real estate developer in Calgary, Canada with commercial flex industrial, retail, office, and residential property for lease and sale.

Additional
Information

The Offerors are relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations to make this public broadcast solicitation.

Any solicitation made by the Offerors in advance of the meeting of unitholders of Melcor REIT to vote on the Take Under Offer is, or will be, as applicable, made by the Offerors, and not by or on behalf of management of Melcor REIT. All costs incurred for any solicitation will be borne by the Offerors, provided that, subject to applicable law, the Offerors may seek reimbursement from Melcor REIT for out-of-pocket expenses, including proxy solicitation expenses and legal fees.

Any proxies solicited by the Offerors may be solicited in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian securities laws. In addition, solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by representatives of the Offerors in accordance with Canadian securities laws and regulations. All costs incurred for such solicitation will be borne by the Offerors. The Offerors have also retained Shorecrest Group Ltd. as their proxy advisor and depositary and information agent under the Tender Offer. Shorecrest Group Ltd. will receive an anticipated fee of $75,000 for its services plus ancillary payments and disbursements. A registered minority Unitholder (other than those attached to trust units of Melcor REIT (“Trust Units”) taken up and paid for by the Offerors) may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be executed by the minority Unitholder or minority Unitholder’s attorney authorized in writing and deposited at the registered office of Melcor REIT at any time up to and including the last business day preceding the date of the meeting, or an adjournment or postponement thereof at which the proxy is to be used, or with the chair of the meeting on the day of the meeting or an adjournment of the meeting, or in any other manner permitted by law or set out in the amended and restated declaration of trust of Melcor REIT, provided that, in each circumstance, a copy of such revocation has been delivered to Shorecrest Group Ltd. at its principal office at 250 University Ave., Suite 211 Toronto, Ontario M5H 3E5 during business hours prior to the Trust Units relating to such proxy having been taken up and paid for under the Tender Offer. A beneficial minority Unitholder may revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the beneficial minority Unitholder by its intermediary. Beneficial minority Unitholders should contact their broker for assistance in ensuring that forms of proxies or voting instructions previously given to an intermediary are properly revoked.

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Other than in respect of the Take Under Offer, none of the Offerors nor, to their knowledge, any of their associates or affiliates, have any material interest, direct or indirect, in any transaction since the commencement of Melcor REIT’s most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect Melcor REIT or any of its subsidiaries. None of the Offerors nor, to their knowledge, any of their associates or affiliates, have any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at any upcoming unitholders’ meeting (including the upcoming special meeting of Melcor REIT), other than as set out herein.

Based upon publicly available information, Melcor REIT’s registered office and head office is located at 900, 10310 Jasper Av., Edmonton, Alberta, T5J 1Y8, Canada. A copy of this press release may be obtained on Melcor REIT’s SEDAR+ profile at www.sedarplus.com.

Cautionary
Statement
Regarding
Forward-Looking
Information

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Certain statements contained in this press release contain “forward-looking information” and are prospective in nature. Statements containing forward-looking information are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future outcomes expressed or implied by the statements containing forward-looking information. Often, but not always, statements containing forward-looking information can be identified by the use of forward-looking words such as “plans”, “expects”, “intends”, “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might”, or “will” be taken, occur or be achieved. Although the Offerors believe that the expectations reflected in statements containing forward-looking information herein made by it (and not, for greater certainty, any forward-looking statements attributable to Melcor REIT) are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting Melcor REIT’s operations will continue substantially in the current state, including, without limitation, with respect to industry conditions, general levels of economic activity, continuity and availability of personnel, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, taxes, that there will be no unplanned material changes to Melcor REIT’s operations, and that Melcor REIT’s public disclosure record is accurate in all material respects and is not misleading (including by omission). The Offerors caution that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of the Offerors and there is no assurance that they will prove correct. Important facts that could cause outcomes to differ materially from those expressed or implied by such forward-looking information include, among other things, actions taken by Melcor REIT in respect of the Tender Offer, the extension or variation of the Tender Offer by the Offerors, the content of subsequent public disclosures by Melcor REIT, the failure to satisfy the conditions to the Tender Offer or waiver thereof by the Offerors, the ultimate outcome of the Take Under Offer, general economic conditions, legislative or regulatory changes and changes in capital or securities markets. These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the Offerors’ forward-looking information. Other unknown and unpredictable factors could also impact outcomes. Statements containing forward-looking information in this press release are based on Offerors’ beliefs and opinions at the time the statements are made, and there should be no expectation that such forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and the Offerors disclaim any obligation to do so, except as required by applicable law.

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