Ewing Morris Announces Premium All-Cash Offer To Acquire Units Of BTB Real Estate Investment Trust

2025-09-04 08:10:02

(MENAFN- Newsfile Corp)

Offer is for $3.80 per Unit of BTB payable in cash for up to 8,000,000 Units
Provides Unitholders with immediate liquidity at a premium to market
Purchase Price exceeds every current sell-side analyst target price
BTB Units have not traded at the Purchase Price since mid-2023

Toronto, Ontario--(Newsfile Corp. - September 4, 2025) - Ewing Morris, on behalf of investment vehicles and accounts managed by us (" Ewing Morris "), today announced a premium, all-cash offer (the " Offer ") to acquire up to 8,000,000 units (" Units ") of BTB Real Estate Investment Trust (TSX: BTB) (" BTB " or the " Trust ") at a price of $3.80 per Unit (the " Purchase Price ").

The Purchase Price represents an approximate 4% premium to the volume-weighted average price of the Units on the TSX over the 20 trading days prior to this announcement and exceeds the target price of all current sell-side analysts covering BTB.

The total value of the Offer, if fully taken up, is approximately $30,400,000. The Offer is open for acceptance until 5:00 p.m. (Montreal time) on September 30, 2025 unless the Offer is extended, varied or withdrawn. The Offer is not a "take-over bid" under Canadian securities laws.

Unitholders who have questions with respect to the Offer should contact Ewing Morris at 416-640-2791, or by email at ... , or Sodali & Co (the "Information Agent" ) at 1-888-444-0617 (Toll free (US & Canada)) or at 1-289-695-3075 (Calls (All Regions)) or by email at ... , or Odyssey Trust Company (the " Depositary ") at 1-888-290-1175 (Toll Free (US & Canada)) or at 587-885-0960 (Calls (All Regions)) or by email at ... . The materials regarding the Offer will be available on the Trust's SEDAR+ profile at . Please also see "Details of the Offer" below.

REIT Sector Overview

Since interest rates began to rise in 2022, the entire Canadian REIT sector has lagged the broader TSX index¹. While many larger Canadian REITs have since rebounded towards pre-COVID prices, several smaller, less-liquid REITs, including BTB, continue to lag. Today, BTB trades about 30% below its closing price in December 2019, nearly six years ago.

The Offer provides existing BTB unitholders looking to reallocate their portfolio with immediate liquidity at a premium price.

Reasons to Accept the Offer

The Offer provides existing unitholders with the following benefits:

All-Cash Premium. Unitholders can realize immediate liquidity at a premium to current trading prices. The Purchase Price exceeds the recently published target price of every analyst covering BTB.

Unique Liquidity Opportunity. There is a persistent lack of trading volume for Units making it difficult for investors to exit meaningful holdings. This Offer provides a rare opportunity to sell at a premium with size and certainty.

Details of the Offer

The Offer is open for acceptance until 5:00 p.m. (Montreal time) on September 30, 2025 (the " Expiry Time "), provided however that Ewing Morris reserves the right, in its sole and absolute discretion at any time, to: (i) extend or vary the Offer at any time; or (ii) withdraw the Offer if the conditions thereto are not met, and if withdrawn, it will not be required to take up or pay for Units delivered pursuant to the Offer. If the Offer is withdrawn by Ewing Morris, Ewing Morris shall cause all Units delivered pursuant to the Offer to be returned to unitholders.

Full details of the Offer will be set out in an offer letter to unitholders, which will be publicly disclosed by way of a separate press release, as well as a form of letter of transmittal (the " Letter of Transmittal " and together with the offer letter to the unitholders, the " Offer Documents ") to be used to accept the Offer. Full details of the Offer are included in the Offer Documents and will be available online on BTB's SEDAR+ profile at .

In order to deposit their Units to the Offer, registered unitholders must complete the documentation as set out in the Letter of Transmittal and beneficial unitholders must follow the instructions provided by their investment dealer, broker or other nominee. Investment dealers, brokers and other nominees may set a deadline for the delivery of deposit instructions that is earlier than the Expiry Time, and as such, unitholders should contact their investment dealer, broker or other nominee for assistance at their earliest convenience. Deposited Units may be withdrawn at any time prior to the time they are taken up by Ewing Morris.

The Offer will be subject to certain conditions set out in the Offer Documents which, unless waived, must be satisfied.

If more than the maximum number of Units for which the Offer is made are delivered in accordance with the Offer and not withdrawn at the time of take up of the Units, the Units to be purchased from each depositing unitholder will be determined on a pro rata basis according to the number of Units delivered by each unitholder, disregarding fractions, by rounding down to the nearest whole number of Units.

Unitholder Questions

If you have any questions with respect to the Offer, or need assistance in depositing your Units, please contact either Ewing Morris, the Information Agent, or the Depositary:

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