MISSISSAUGA, ON, Feb. 18, 2020 /CNW/ - Morguard Corporation (TSX:MRC.TO - News) ("Morguard") and Temple Hotels Inc. (TSX:TPH.TO - News) ("Temple") announced today that they have completed the previously announced statutory plan of arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement"), pursuant to which Morguard has acquired all of the issued and outstanding common shares of Temple ("Temple Shares") that it did not own immediately prior to the Arrangement. Pursuant to the Arrangement, Temple shareholders, other than Morguard, received consideration of $2.10 in cash per Temple Share. As a result of the Arrangement, Temple is now a wholly-owned subsidiary of Morguard.
The Temple Shares have been halted from trading on and are expected to be delisted from the Toronto Stock Exchange ("TSX"). Temple will also be submitting an application to cease to be a reporting issuer under the securities laws in each of the jurisdictions in Canada in which Temple is a reporting issuer.
Morguard Early Warning
Pursuant to the Arrangement, Morguard acquired an aggregate of 20,668,856 Temple Shares at a price of $2.10 per Temple Share for a total price of $43,404,597.60. The Temple Shares acquired by Morguard represent approximately 27.50% of the issued and outstanding Temple Shares as of February 18, 2020.
After the completion of the Arrangement, Morguard now owns 75,161,767 Temple Shares, representing 100% of the issued and outstanding Temple Shares. Immediately prior to the Arrangement, Morguard held 54,492,911 Temple Shares, representing approximately 72.62% of the issued and outstanding Temple Shares on a non-diluted basis and 72.50% of the issued and outstanding Temple Shares on a fully diluted basis.
This press release is being issued, in part, pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers which requires a report to be filed under Temple's profile on SEDAR (www.sedar.com) containing additional information respecting the foregoing matters. A copy of such report may be obtained by contacting Beverley Flynn at Morguard Corporation, 55 City Centre Drive, Suite 1000, Mississauga, Ontario L5B 1M3.
The head offices of Temple and Morguard are located at 55 City Centre Drive, Suite 1000, Mississauga, Ontario L5B 1M3.
About Morguard Corporation
Morguard Corporation is a real estate company, with total assets owned and under management valued at $21.3 billion. Morguard owns a diversified portfolio of 208 multi-suite residential, retail, office, industrial and hotel properties comprised of 17,638 residential suites, approximately 17.0 million square feet of commercial leasable space and 5,903 hotel rooms. Morguard also currently owns a 58.1% interest in Morguard Real Estate Investment Trust, a 44.8% effective interest in Morguard North American Residential Real Estate Investment Trust and a 100% effective interest in Temple Hotels Inc. Morguard also provides advisory and management services to institutional and other investors. For more information, visit the Morguard's website at www.morguard.com.
About Temple Hotels Inc.
Temple is a hotel investment company with hotel properties located across Canada. Temple is listed on the TSX under the symbol TPH. The primary long-term investment objectives of Temple are to yield stable and growing cash flows and to maximize its long-term share value through the active management of its assets, accretive acquisitions, and the performance of value-added capital improvement programs on selected properties, as deemed appropriate. For further information on Temple, please visit Temple's website at www.templehotels.ca.
Except for statements of historical fact relating to Temple or Morguard, certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Such forward-looking information includes, but is not limited to, statements with respect to the Temple Shares being de-listed from the TSX and Temple ceasing to be a reporting issuer. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Temple to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Statements with respect to the de-listing of the Temple Shares and Temple ceasing to be a reporting issuer are subject to the risk of not obtaining final approval of the TSX or order of the securities regulatory authorities. Although management of Temple and Morguard have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Temple does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except in accordance with applicable securities laws.
SOURCE Morguard Corporation
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