Ewing Morris Announces Best And Final Revised All-Cash Offer To Acquire Up To 8,000,000 Units Of BTB Real Estate Investment Trust

2025-10-02 08:07:58

(MENAFN- Newsfile Corp)

Revised offer is for $4.10 per Unit of BTB payable in cash for up to 8,000,000 Units
Revised offer represents 12% premium to unaffected Unit price
Provides Unitholders with immediate liquidity at a premium to market
The deadline to tender Units to the offer is extended to 5 p.m. (Eastern Standard Time) on October 15, 2025

Toronto, Ontario--(Newsfile Corp. - October 2, 2025) - Ewing Morris, on behalf of investment vehicles and accounts managed by it (" Ewing Morris "), today announced that it has revised its all-cash offer (the " Offer ") to purchase units (" Units ") in the capital of BTB Real Estate Investment Trust (TSX: BTB) (" BTB " or the " Trust ") by increasing the price being offered from $3.80 per Unit to $4.10 per Unit (the " Purchase Price ") and extending the expiry time to 5:00 p.m. (Eastern Standard Time) on October 15, 2025, unless further varied, extended, or withdrawn in accordance with the terms of the Offer (the " Expiry Time "). The increased Purchase Price will not be increased further and represents Ewing Morris' best and final offer for the BTB Units.

The increased Purchase Price represents an approximate 12% premium to the volume-weighted average price of the Units on the TSX over the 20 trading days prior to the first announcement of the Offer by Ewing Morris on September 4, 2025. The increased Purchase Price exceeds the target price of all current sell-side analysts covering BTB. BTB Units have not traded above $4.00 in more than three years.

The total value of the Offer, if fully taken up, is approximately $32,800,000. The Offer is open for acceptance until 5:00 p.m. (Eastern Standard Time) on October 15, 2025, unless the Offer is extended, varied or withdrawn. The Offer is not a "take-over bid" under Canadian securities laws.

Unitholders of BTB who have already validly deposited and not withdrawn their Units are not required to take any further action to accept the Offer. No Units will be taken up and paid for by Ewing Morris pursuant to the Offer until after the Expiry Time.

Ewing Morris has posted a letter to Unitholders (the " Letter ") setting out more information pertaining to the revised Offer on the Trust's SEDAR+ profile at . The Letter has also been publicly disclosed by way of a separate press release.

Except as expressly otherwise set forth in the Letter, the terms and conditions set forth in the original offer dated September 4, 2025 (the " Original Letter ") remain unchanged. Details of the Offer, including instructions for tendering Units, are included in the Original Letter (as amended by the Letter, together with the letter of transmittal dated September 4, 2025, the " Offer Documents "). Please see "Details of Amended Offer" below for additional information.

Unitholders of BTB should carefully read the Offer Documents prior to making a decision with respect to the Offer.

Reasons to Accept the Revised 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 increased Purchase Price exceeds the recently published target price of every analyst covering BTB. Units have not traded above $4.00 in more than three years.

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

Higher Yielding Alternatives. At the purchase price, the yield on BTB would fall to 7.3%. Higher yields are available from a number of other Canadian REITs, including Allied Properties, Slate Grocery, and Nexus Industrial.

Details of Amended Offer

The Purchase Price is now $4.10 per Unit. The Offer remains open for acceptance until 5:00 p.m. (Eastern Standard Time) on October 15, 2025, 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. Any and all tendered Units, up to a maximum of 8,000,000 Units, will be taken up on October 15, 2025, provided that the conditions to the offer are satisfied, and payment will be made as soon as possible but in any event within three business days. No other terms of the Offer have been amended.

Unitholder Questions

Unitholders of BTB who have questions with respect to the Offer, or who need assistance in depositing their Units, please contact the depositary or the information agent for the Offer at the contact details below:

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