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H & R Real Estate Investment Trust
Symbol HR
Shares Issued 264,636,940
Close 2026-10-08 C$ 9.60
Market Cap C$ 2,540,514,624
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H & R REIT files management information circular

2026-10-08 17:38 ET - News Release

Ms. Cheryl Fried reports

H&R REIT FILES MANAGEMENT INFORMATION CIRCULAR AND RECOMMENDS H&R UNITHOLDERS VOTE IN FAVOUR OF PROPOSED TRANSACTION WITH GO RESIDENTIAL REIT

H & R Real Estate Investment Trust has filed its management information circular and commenced mailing of the related proxy materials for the special meeting of H & R unitholders, to be held at 10:30 a.m. Toronto time on Nov. 13, 2026.

The best actionable path to maximize value for H & R unitholders

The special meeting is being held to consider the previously announced arrangement under which GO Residential Real Estate Investment Trust and a consortium of purchasers will acquire all assets of H & R. The transaction is the culmination of a multiyear strategic review process overseen by the independent trustees of H & R.

Under the terms of the transaction, H & R unitholders will receive $4.28 in cash plus a portion of a GO REIT unit, expected to be 0.5688 per H & R unit, together valued at $12.01 per H & R unit based on GO REIT's closing unit price on the Toronto Stock Exchange and the Bank of Canada Canadian/U.S.-dollar exchange rate of 1.3942 on Aug. 10, 2026. This represents a premium of approximately 14.5 per cent to the unaffected trading price of H & R units as of June 10, 2026, the last trading day prior to market speculation regarding a potential transaction.

The independent trustees unanimously recommend that unitholders vote in favour of the transaction for several compelling reasons:

  • Transaction follows strategic repositioning and extensive market check involving multiple parties: The transaction emerged from a robust strategic review process, originating with H & R's strategic repositioning plan announced in 2021.
  • Immediate liquidity: The cash consideration of $4.28 per H & R unit provides unitholders with certainty of value and immediate liquidity for a portion of their holding, independent of market conditions at the closing of the transaction.
  • Participation in potential upside of GO REIT units: Ownership in GO REIT provides H & R unitholders a meaningful opportunity to participate in a geographically diversified residential platform. the Transaction is expected to be accretive to FFO (funds from operations) and AFFO (adjusted funds from operations) per unit for H & R unitholders, who will hold approximately 68 per cent of GO Residential Operating LLC, the operating subsidiary of GO REIT, on a pro forma basis.
  • Formal valuation: Based on the range of values ascribed by National Bank of Canada Capital Markets (NBCCM) to the GO REIT units in the fairness opinion and valuation delivered by NBCCM (and subject to the assumptions and qualifications contained therein), the GO REIT units are valued at $14.79 (U.S.) to $17.19 (U.S.) per GO REIT unit, indicating that the GO REIT units traded at a significant discount to such valuation as of Aug. 10, 2026. At an expected exchange ratio of 0.5688 GO REIT unit per H & R unit, the implied value of the total consideration as of Aug. 10, 2026, was approximately $16.01 (Canadian) to $17.91 (Canadian) per H & R unit (including the cash component of the consideration per unit of $4.28 (Canadian)).
  • Tax-deferred rollover opportunity: The transaction is structured to provide eligible Canadian-resident unitholders with the opportunity to receive GO REIT units on a tax-deferred basis for Canadian federal income tax purposes. The transaction is also structured to be a tax-free reorganization for U.S. federal income tax purposes, subject to certain exceptions as described in the circular.
  • Fairness opinions: Both CIBC World Markets and NBCCM have provided opinions that, subject to the respective assumptions, limitations and qualifications set forth therein, the consideration to be received by H & R unitholders, other than 1001700058 Ontario Inc. (the purchaser), CRAL (as defined below) and their respective affiliates and associates, pursuant to the arrangement agreement, is fair, from a financial point of view, to such unitholders.

"This transaction marks the conclusion of a multiyear strategic review process and represents the best available path for H & R unitholders," said Stephen Gross, independent lead trustee of H & R. "This transaction provides H & R unitholders with a compelling opportunity to realize immediate liquidity through the cash consideration while participating in the longer-term upside potential of a larger, stronger GO REIT. We are encouraging H & R unitholders to review the circular and vote in favour of the transaction today."

The independent trustees note that the acquisition of specific non-core assets by CRAL Class B Ltd., a company beneficially owned and controlled by members of the family of Tom Hofstedter, executive chairman and chief executive officer of H & R, was a critical component that enabled the en bloc transaction to proceed and unlocked the cash consideration for all H & R unitholders, a result that would likely not have been achievable through a third party transaction alone. The circular provides detailed disclosure regarding these specific assets, as well as the residual risks and liabilities assumed by CRAL.

Receipt of interim order

On Oct. 2, 2026, H & R obtained an interim order from the Court of King's Bench of Alberta, authorizing various procedural matters, including the holding of the special meeting, a copy of which is included as Schedule E to the circular. The hearing date of the application for the final order of the court approving the transaction is scheduled for Nov. 17, 2026, at 10 a.m. Calgary time. A copy of the notice of application for the final order is included as Schedule F to the circular.

How to vote on the transaction

The special meeting will be held virtually at 10:30 a.m. Toronto time on Nov. 13, 2026. A webcast will be available. Unitholders of record as of the close of business on Oct. 2, 2026, are entitled to vote. Proxies must be received by 10:30 a.m. Toronto time on Nov. 11, 2026. The independent trustees recommend H & R unitholders vote in favour of the transaction.

The independent trustees urge all unitholders to read the circular carefully, as it contains a full description of the transaction, the background to the transaction and the reasons for the independent trustees' recommendation.

For assistance with voting

H & R unitholders who have questions or need help voting should contact H & R's proxy solicitation agent, Laurel Hill Advisory Group, North America toll-free at 1-877-452-7184 or outside North America at 416-304-0211, or assistance@laurelhill.com.

The circular is available on H & R's website and under H & R's profile on SEDAR+.

About H & R Real Estate Investment Trust

H & R is one of Canada's largest real estate investment trusts. H & R has ownership interests in a Canadian and U.S. portfolio primarily comprising high-quality residential (operating as Lantower Residential), industrial and office properties totalling approximately 20.5 million square feet.

Non-IFRS (international financial reporting standards) financial measures

In this news release, certain financial measures of GO REIT are used that are not defined under IFRS, including certain non-IFRS ratios, such as FFO and AFFO. Such non-IFRS measures and ratios are commonly used by entities in the real estate industry as useful metrics for measuring performance. However, they do not have any standardized meaning prescribed by IFRS and are not necessarily comparable with similar measures presented by other publicly traded entities. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS. GO REIT believes these non-IFRS financial measures and ratios provide useful supplemental information to both management and investors in measuring the operating performance, financial performance and financial condition of GO REIT.

We seek Safe Harbor.

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