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OneREIT completes C$1.1 billion privatization

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OneREIT and the OneREIT Special Committee

On October 4, 2017, OneREIT completed the previously announced privatization transaction, valued at $1.1 billion (the “Transaction”). The transaction was completed by way of a plan of arrangement that involved, among others, Smart Real Estate Investment Trust ("SmartREIT") and Strathallen Acquisitions Inc. ("Strathallen"). The Transaction involved the purchase by Strathallen and its assigns of 44 properties from subsidiaries of OneREIT for a purchase price of $703.5 million, plus certain capital expenditures and leasing costs and commissions relating to such properties, net of the assumption of existing mortgage debt relating to such properties, and subject to working capital and other adjustments. SmartREIT purchased the balance of OneREIT's assets, including OneREIT’s interest in the limited partnerships owned directly or indirectly by OneREIT and all intellectual property, and assumed all of OneREIT's remaining liabilities and obligations. Consideration to OneREIT unitholders was comprised of approximately $305 million of cash and approximately $75 million of SmartREIT units.
Fasken Martineau DuMoulin LLP acted as legal advisors to OneREIT and the OneREIT Special Committee, with a team that included Jon Levin, Anil Aggarwal, Aaron Atkinson, Laura Fetter, David Steinhauer and Matthew Downer (M&A), Brad Moore and Jonathan Wansbrough (Litigation), Mitchell Thaw and Paul Casuccio (Tax) and Huy Do (Competition).