Metro Vancouver Properties Corp. announces proposed share consolidation and going private transaction

VANCOUVER, British Columbia, May 27, 2024 (GLOBE NEWSWIRE) -- Metro Vancouver Properties Corp. ("Metro Vancouver"), a Vancouver-based real estate company announces that it is asking shareholders to vote on a proposed going private transaction (the "Transaction").

The Transaction is being structured as a consolidation of Metro Vancouver's Class B Voting Common Shares (the "Class B Shares") with all Class B Shares being consolidated on the basis of one post-consolidation Class B Share for each 1,941,489 pre-consolidation Class B Shares, without any entitlement to receive fractional shares (including any beneficial shareholder). In lieu of receiving a fractional share, minority shareholders will be paid cash consideration of $0.36 per pre-consolidation Class B share (with no amount payable to registered shareholders who would be entitled to receive, net of withholding taxes, less than $5). The Transaction will provide liquidity for Metro Vancouver's shareholders as the Class B Shares are not currently listed on any stock exchange. As a result of the consolidation, Metro Vancouver's largest shareholder, Madison Pacific Properties Inc., would become the holder of the sole post-consolidation Class B Share.

The completion of the Transaction is subject to the approval by a majority of the votes cast by holders of Metro Vancouver's Class B Shares, excluding the votes attached to the shares of Madison Pacific Properties Inc. and its related parties and any of their joint actors. Shareholder approval will be sought at a special meeting scheduled to be held on June 27, 2024.

The board of directors of Metro Vancouver appointed an independent committee (the "Special Committee") to evaluate the Transaction. The Special Committee subsequently retained Evans & Evans, Inc. to provide a fairness opinion in respect of the Transaction.

An information circular containing a copy of the Fairness Opinion and setting forth a full description of the Transaction including the specific factors considered by the Special Committee, is being mailed to shareholders and will be available on SEDAR+ at www.sedarplus.ca.

If the Transaction is approved, the effective date of the consolidation is expected to occur in early July 2024. Following the consolidation, Metro Vancouver intends to apply to the securities regulatory authorities to cease to be a reporting issuer.

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