Canada NewsWire
VANCOUVER, BC, Oct. 7, 2020
VANCOUVER, BC, Oct. 7, 2020 /CNW/ - Sandpiper Group, together with its affiliates ("Sandpiper"), a significant unitholder of Artis REIT ("Artis" or the "REIT"), announced today that it has published a presentation which details its concerns and plans for significant value creation at Artis. The presentation is accessible at the following link: www.abetterartis.com.
"Despite our constructive engagement with Artis' management and the board of trustees of Artis over the past three years, it has become clear to us that their priority lies in protecting the status quo, which provides substantial benefits to the Martens family at the expense of Artis unitholders," said Samir Manji, CEO of Sandpiper. "This is about a long-standing history of poor capital allocation, extensive transactions with entities connected to the CEO's family, an ineffective and overpaid CEO, and an entrenched board that has failed to successfully govern, manage, and maximize value for all unitholders. As a significant owner of Artis, we believe our nominees can create meaningful long-term value by enhancing governance and taking definitive action. For this reason, we have requisitioned a special meeting of unitholders and have nominated five highly qualified and truly independent nominees who are prepared to roll up their sleeves and maximize value for all unitholders.
"As for the proposed retail REIT spin-off, we believe a stranded pure-play retail REIT is extremely undesirable and not net positive to unitholders of Artis. We do not believe that the spin-off is the optimal solution to fix the value gap problem.
"Given that Artis has put forward a significant transaction for approval by unitholders, and that Sandpiper's requisition asks unitholders to choose the stewards who will best represent unitholders' interests going forward, we have expressed to the board that it is both logical and necessary to combine these items of business at the REIT's proposed special meeting in November. This is a referendum on the future direction of the REIT and the meetings must be merged at an absolute minimum. We look forward to the meeting date being set forthwith absent which we intend on taking whatever steps are needed to advance the calling of a meeting to overhaul the board in November."
Sandpiper's presentation highlights why it believes Artis is grossly undervalued and the opportunities that are ahead with the right plan combined with materially enhanced governance and stewardship:
Sandpiper's Plan to Maximize Unitholder Value – A 5-Step Action Plan
Sandpiper is committed to ensuring that Artis undertakes and properly executes this 5-step action plan to realize the potential underlying value of $16+ per unit while also delivering higher distributions to unitholders.
Sandpiper Opposes Proposed Artis Retail REIT Spin-Off
The proposed retail REIT spin-off is yet another misguided move by an entrenched board and management team to distract unitholders from their persistent failures and chronic underperformance. The spin-off is high-risk and comes at a time when retail is facing its hardest struggles. We believe Artis conveniently timed its announcement to abate Sandpiper's call for positive long-term value creation and further disenfranchise unitholder rights.
What the proposed retail REIT means for Artis' unitholders:
Sandpiper reiterates its call to management to merge the meeting to appoint Sandpiper's highly qualified nominees with the special meeting for the retail spin-off. This is a referendum on the future direction of the REIT and the meetings must be merged at an absolute minimum. We look forward to the meeting date being set forthwith absent which we intend on taking whatever steps are needed to advance the calling of a meeting to overhaul the board of trustees of Artis in November. Sandpiper also urges unitholders to reject the proposed retail spin-off.
ADVISORS
Sandpiper has retained Gryphon Advisors Inc. as its strategic shareholder services advisor. The Special Situations Group at Norton Rose Fulbright Canada LLP is acting as legal counsel.
ABOUT SANDPIPER GROUP
Sandpiper is a Vancouver-based private equity firm focused on investing in real estate through direct property investments and public securities. For more information about Sandpiper, visit www.sandpipergroup.ca.
Additional Information
On September 30, 2020, Sandpiper requisitioned (the Requisition) the Board of Artis to a call a special meeting of unitholders of Artis (the Meeting) for the purpose of replacing certain members of the Board with nominees of Sandpiper (the Sandpiper Nominees).
The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although Sandpiper has requisitioned the Meeting, there is currently no record or meeting date and unitholders are not being asked at this time to execute a proxy in favour of the Sandpiper Nominees or any other resolutions set forth in the Requisition. In connection with the Meeting, Sandpiper may file a dissident information circular in due course in compliance with applicable securities laws.
Notwithstanding the foregoing, Sandpiper is voluntarily providing disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations. In connection therewith, certain information regarding, among other things, the Sandpiper Nominees has been provided by Sandpiper in its press release dated October 1, 2020 (the Nominee Announcement) under the sections entitled "Information Concerning the Concerned Unitholder Nominees" and "Additional Information". The Nominee Announcement has been filed by Sandpiper and is available for review on Artis' SEDAR profile at www.sedar.com.
The information contained herein and any solicitation made by Sandpiper in advance of the Meeting is, or will be, as applicable, made by Sandpiper and not by or on behalf of the management of Artis. All costs incurred for any solicitation will be borne by Sandpiper, provided that, subject to applicable law, Sandpiper may seek reimbursement from Artis of Sandpiper's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.
Sandpiper is not soliciting proxies in connection with the Meeting at this time, and unitholders are not being asked at this time to execute proxies in favour of the Sandpiper Nominees (in respect of the Meeting) or any other resolution set forth in the Requisition. Proxies may be solicited by Sandpiper pursuant to an information circular sent to unitholders after which solicitations may be made by or on behalf of Sandpiper, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of Sandpiper, who will not be specifically remunerated therefor. Sandpiper may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. Sandpiper may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Sandpiper.
Sandpiper has retained Gryphon Advisors (Gryphon) to assist Sandpiper in soliciting unitholders should Sandpiper commence a formal solicitation of proxies. Gryphon's responsibilities will principally include advising Sandpiper on governance best practices, where applicable, liaising with proxy advisory firms, developing and implementing unitholder communication and engagement strategies, and advising with respect to meeting and proxy protocol.
Sandpiper is not requesting that Artis unitholders submit a proxy at this time. Once Sandpiper has commenced a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by instrument in writing by the unitholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law, the declaration of trust of Artis. None of Sandpiper or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Artis' most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Artis or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of trustees to the Board.
Artis' principal office address is Suite 600 – 220 Portage Avenue, Winnipeg, Manitoba R3C 0A5.
SOURCE Sandpiper Group
View original content: http://www.newswire.ca/en/releases/archive/October2020/07/c1262.html
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