Minto Apartment Real Estate Investment Trust Announces Going‑Private Transaction with Crestpoint Real Estate Investments Limited Partnership and Minto Group

Key highlights:

• Trust Unitholders to receive all-cash consideration of $18.00 per Trust Unit, representing a 32% premium to the last closing price of the Trust Units on the Toronto Stock Exchange on January 2, 2026 and a 35% premium over the 20-day volume-weighted average trading price of the Trust Units as at such date
  
  
• The REIT's Special Committee and Board (with conflicted trustees abstaining) have unanimously approved the Transaction and recommend that Trust Unitholders vote in favour of the Transaction
  
  
• Voting support agreements have been entered into with Minto and each trustee and executive officer of the REIT, representing approximately 44.3% of the total voting interest in the REIT, which includes irrevocable support from Minto representing approximately 42.7% of the total voting interest in the REIT

OTTAWA, ON, Jan. 5, 2026 /CNW/ - Minto Apartment Real Estate Investment Trust (the "REIT") (TSX: MI.UN) today announced that it has entered into an arrangement agreement (the "Arrangement Agreement") with an affiliate of Crestpoint Real Estate Investments Limited Partnership ("Crestpoint") and an affiliate of the Minto Group ("Minto") pursuant to which Crestpoint will acquire all of the issued and outstanding trust units of the REIT (each, a "Trust Unit"), other than Trust Units held directly or indirectly by Minto and certain senior officers (the "Retained Interest Holders"), for consideration of $18.00 per Trust Unit in an all‑cash transaction (the "Transaction"). The Transaction values the REIT at approximately $2.3 billion, including debt and the Trust Units controlled by the Retained Interest Holders and the class B limited partnership units ("Class B Units") of Minto Apartment Limited Partnership (the "Partnership") held by Minto and certain affiliates.

The Transaction price of $18.00 per Trust Unit represents a 32% premium to the closing price of the Trust Units on the Toronto Stock Exchange (the "TSX") on January 2, 2026, the last trading day prior to the announcement of the Transaction, and a 35% premium to the Trust Units' 20‑day volume‑weighted average price on the TSX for the period ending January 2, 2026.

After receiving the unanimous recommendation of a committee of independent trustees of the REIT (the "Special Committee") and in consultation with its financial and legal advisors, the board of trustees of the REIT (the "Board") has unanimously (with conflicted trustees abstaining) determined that the Transaction is in the best interests of the REIT and the holders of the Trust Units (the "Trust Unitholders"), that the Transaction is fair to Trust Unitholders (other than the Retained Interest Holders) and is unanimously (with conflicted trustees abstaining) recommending that such Trust Unitholders vote in favour of the Transaction.

"We have great confidence in the high-quality, well-located portfolio we have built, however capital markets constraints have hindered our ability to achieve our long-term growth objectives," said Jonathan Li, President and CEO of the REIT. "This transaction provides Trust Unitholders with near-term liquidity at a significant premium to the current trading price at a time when the operating environment is challenging and the capital markets remain sub-optimal for the Canadian multi-family sector. This is a strong result for all stakeholders." 

"We are pleased to deliver significant and near-term value to our Trust Unitholders through this all-cash transaction. The Board believes this is an attractive opportunity for our Trust Unitholders and that no other person or group would be willing and able to propose a successful superior alternative transaction. Consequently, the Board recommends that Trust Unitholders vote in favour of the Transaction," said Allan Kimberley, Chair of the Special Committee."

"We are proud to partner with Minto on this transaction as we strengthen our presence in the multi-family sector through the acquisition of a diversified portfolio of high-quality assets in Canada's largest markets. This partnership represents an exceptional opportunity to work alongside a well-respected real estate developer and operator with over 70 years of experience, and we look forward to building a successful, long-term relationship" said Kevin Leon, President & Chief Executive Officer of Crestpoint.

"This partnership is a decisive, forward-looking move that prepares us to lead in the next phase of market evolution. We are proactively structuring our portfolio to capitalize on emerging opportunities, and Crestpoint's proven expertise in strategic real estate partnerships makes them the ideal partner with which to execute this strategy. Minto will continue to manage the portfolio moving forward and this partnership allows us to continue to grow." said Michael Waters, Chief Executive Officer of Minto Group.

Transaction Details

The Transaction is structured as a statutory plan of arrangement under the Business Corporations Act (Ontario) and the Trustee Act (Ontario). Implementation of the Transaction will be subject to, among other things, the following approvals at a special meeting of Trust Unitholders and holders of the special voting units (the "Special Voting Units", and together with the Trust Units, the "Units") of the REIT (together, the "Unitholders") to be held to approve the proposed transaction (the "Meeting"): (i) the approval of at least two‑thirds of votes cast by Unitholders; (ii) the approval of a simple majority of votes cast by Unitholders, excluding the Retained Interest Holders and any other Unitholder required to be excluded under Multilateral Instrument 61‑101 – Protection of Minority Security Holders in Special Transactions ("MI 61‑101").

The REIT expects to hold the Meeting to consider and vote on the Transaction in March 2026. If approved at the Meeting, the Transaction is expected to close in the second half of 2026, subject to the waiver or satisfaction of conditions customary for transactions of this nature, including, among others: court approval, clearance under the Competition Act and the consent of Canada Mortgage and Housing Corporation and certain lenders to the REIT (the "Required Consents"). The Transaction is not subject to a financing condition.

The Arrangement Agreement provides that a termination fee of $42.1 million will be payable by the REIT to Crestpoint and Minto in limited circumstances such as where the Arrangement Agreement is terminated as a result of a change in the Board's recommendation. The REIT will be paid a reverse termination fee of $47.7 million by either Crestpoint or Crestpoint and Minto in limited circumstances, including if there is a failure to fund closing of the Transaction where conditions to close are otherwise met or waived.

In connection with the Transaction, Minto, which directly and indirectly holds approximately 42.7% of the voting interest in the REIT, has entered into an irrevocable voting agreement (the "Minto Voting Agreement") with Crestpoint agreeing to vote its Units in favour of the Transaction and against any competing acquisition proposals, which agreement restricts the ability to vote for, support or participate in a competing transaction for as long as the Arrangement Agreement is in force and for a period of six months following the termination of the Arrangement Agreement in certain circumstances, including as a result of the failure to obtain the required Unitholder approval. In addition, each trustee and executive officer of the REIT has entered into voting agreements agreeing to vote their Units in favour of the Transaction.

The REIT intends to continue paying its regular monthly cash distribution of $0.04458 per Trust Unit through to closing of the Transaction.

In connection with the completion of the Transaction, the Trust Units are expected to be delisted from the TSX and the REIT will cease to be a reporting issuer in all of the provinces and territories of Canada.

The foregoing summary is qualified in its entirety by the Arrangement Agreement, a copy of which will be filed on SEDAR+.

Formal Valuation and Fairness Opinions

In connection with its review and consideration of the Transaction, the Special Committee engaged Desjardins Capital Markets as its independent valuator and financial advisor and requested that Desjardins Capital Markets prepare a formal valuation of the Trust Units in accordance with MI 61‑101. Desjardins Capital Markets has delivered an oral opinion to the Special Committee that, as at January 5, 2026, and subject to the assumptions, limitations and qualifications to be set forth in Desjardins Capital Markets' written valuation, the fair market value of the Trust Units is in the range of $17.00 to $19.00 per Trust Unit.

The Special Committee also engaged BMO Capital Markets as its financial advisor and requested that BMO Capital Markets prepare a fairness opinion. Each of BMO Capital Markets and Desjardins Capital Markets delivered oral fairness opinions to the Special Committee to the effect that, as at January 5, 2026, and subject to the assumptions, limitations and qualifications to be set forth in their respective written fairness opinions, the consideration to be received by Trust Unitholders (other than the Retained Interest Holders) pursuant to the Transaction is fair, from a financial point of view, to such Unitholders.

Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the Formal Valuation and Fairness Opinions and the rationale for the recommendation by the Special Committee and the Board will be provided in the information circular for the Meeting, which will also be filed under the REIT's SEDAR+ profile at www.sedarplus.ca.

Required Early Warning Disclosure

Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Minto Partnership B LP will file an amended early warning report in connection with its participation in the Transaction.

Minto Partnership B LP and its affiliates have ownership of, or exercise control or direction over, 25,755,029 Special Voting Units and 896,459 Trust Units, collectively representing 42.7% of the total voting interest in the REIT.  Following completion of the Transaction, Minto and its affiliates, including Minto Partnership B LP, are expected to own limited partnership interests in the Partnership representing an approximate 49.9% ownership interest. Subject to the terms of the Arrangement Agreement, the Minto Voting Agreement and a transaction conduct agreement between Minto and Crestpoint, Minto Partnership B LP may, depending on market and other conditions, increase or decrease its beneficial ownership or control of the Class B Units or Trust Units into which such Class B Units are exchangeable whether through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. A copy of the amended early warning report will be filed with the applicable securities commissions and will be made available under the REIT's SEDAR+ profile at www.sedarplus.ca. Further information and a copy of the amended early warning report of Minto Partnership B LP may be obtained by contacting: Paul Baron, Chief Financial Officer, Minto Group, [phone]. Minto Partnership B LP is an Ontario limited partnership and an indirect subsidiary of Minto. The head office address of Minto Partnership B LP and the REIT is 200-180 Kent Street, Ottawa, Ontario, K1P 0B6.

Advisors

Blake, Cassels & Graydon LLP is counsel to the Special Committee and Goodmans LLP is counsel to the REIT. Desjardins Capital Markets is financial advisor and independent valuator to the Special Committee and BMO Capital Markets is financial advisor to the Special Committee.

Torys LLP is counsel to Minto and Crestpoint and TD Securities Inc. is financial advisor to Minto and Crestpoint. McCarthy Tétrault LLP is counsel to Crestpoint.

About Minto Apartment Real Estate Investment Trust

Minto Apartment Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario to own income-producing multi-residential properties located in urban markets in Canada. The REIT owns a portfolio of high-quality income-producing multi-residential rental properties located in Toronto, Montreal, Ottawa, Calgary and Vancouver. For more information on Minto Apartment Real Estate Investment Trust, please visit the REIT's website at: www.mintoapartmentreit.com.

About Crestpoint

Crestpoint Real Estate Investments Limited Partnership is an affiliate of Connor, Clark & Lunn Financial Group Ltd. ("CC&L"), a multi-boutique asset management firm whose affiliates collectively manage over $167 billion in assets for individuals, advisors and institutional investors. Established in 1982, CC&L has over 40 years of experience and has grown to be one of Canada's largest independently owned asset management firms with a presence across North America, Europe, and Asia. CC&L's strategies span across equities, fixed income, alternative investments, and multi-assets.

Crestpoint, established in 2010, focuses on commercial real estate and debt investments. Crestpoint collectively manages over $11 billion on behalf of institutional and high-net-worth clients and is one of the fastest growing real estate asset managers across Canada. Crestpoint's strategies span core plus real estate, opportunistic real estate, commercial debt, and segregated funds and co-investments.

About Minto Group

The Minto Group is a premier real estate firm in Canada with a fully integrated real estate investment, development and management platform. Founded in 1955, Minto has built more than 100,000 new homes and continues to own and manage residential and commercial rental properties. With over 1,300 employees in Canada and the United States, the company's expertise spans the full spectrum of real estate investment disciplines. Minto has been recognized by Deloitte as one of Canada's Best Managed Companies.

Forward-Looking Statements

This news release may contain forward-looking statements and forward-looking information (within the meaning of applicable securities laws) relating to the business of the REIT. Forward-looking statements and forward-looking information are often, but not always, identified by the use of words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate", "should" and other similar expressions. These statements are based on the REIT's expectations, estimates, forecasts and projections and include, without limitation, statements with respect to the Transaction, including statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the terms and conditions of the Arrangement Agreement, the premium to be received by Trust Unitholders, the expected benefits of the Transaction, the intention to continue to pay monthly distributions on the Trust Units, the anticipated timing and the various steps to be completed in connection with the Transaction, including receipt of Unitholder, court and regulatory approvals and the Required Consents, the anticipated timing for closing of the Transaction, the anticipated timing for the Meeting, the anticipated delisting of the Trust Units from the TSX and the REIT's status as a reporting issuer under applicable securities laws. These forward-looking statements are based on certain expectations and assumptions made by the REIT, including, without limitation, expectations and assumptions concerning receipt of required approvals and the satisfaction of other conditions to the completion of the Transaction, and that the Arrangement Agreement will not be amended or terminated. There can be no assurance that the proposed Transaction will be completed, or that it will be completed on the terms and conditions contemplated in the Arrangement Agreement.

Forward-looking statements and forward-looking information are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual events or results to differ materially from those discussed in the forward-looking statements and forward-looking information, including, but not limited to: the failure to obtain necessary approvals or satisfy (or obtain a waiver of) the conditions to closing the Transaction as contained in the Arrangement Agreement; the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement; material adverse changes in the business or affairs of the REIT; the parties' ability to obtain requisite consents and regulatory approvals; any party's failure to consummate the Transaction when required or on the terms as originally negotiated; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; risks related to the diversion of management's attention from the REIT's ongoing business operations; competitive factors in the marketplace in which the REIT operates; interest rates; prevailing economic conditions; and other factors, many of which are beyond the control of the REIT. Additional factors and risks which may affect the REIT, its business and the achievement of the forward-looking statements contained herein are described under the heading "Risks and Uncertainties" in the REIT's management's discussion and analysis dated November 4, 2025, as well as in the REIT's other continuous disclosure filings.

There can be no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual outcomes and results may differ materially from those expressed therein. Readers should not place undue reliance on any such forward-looking statements or forward-looking information. The forward-looking statements and forward-looking information contained in this news release are made as of the date of this news release and, except as expressly required by applicable law, the REIT assumes no obligation to publicly update or revise any forward-looking statement or forward-looking information, whether as a result of new information, future events or otherwise.

SOURCE Minto Apartment Real Estate Investment Trust

Minto Apartment Real Estate Investment Trust Contact: Edward Fu, Chief Financial Officer, Minto Apartment Real Estate Investment Trust, Tel: [phone]; Crestpoint Real Estate Investments Limited Partnership Contact: Elizabeth Steele, Director, Client Relations, Crestpoint Real Estate Investments Ltd., Tel: [phone]; Minto Group Contact: Paul Baron, Chief Financial Officer, Minto Group, Tel: [phone]