Dream Global Real Estate Investment Trust: Dream Global REIT and funds managed by Blackstone reach agreement for the acquisition of Dream Global REIT

Dream Global Real Estate Investment Trust: Ad-hoc-disclosure according to Art. 17 MAR (EU Regulation 596/2014) - Dream Global REIT and funds managed by Blackstone reach agreement for the acquisition of Dream Global REIT

Toronto, September 15, 2019 - Dream Global REIT ("Dream Global") today entered into a master acquisition agreement (the "Acquisition Agreement") with affiliates of real estate funds managed by Blackstone (collectively, "Blackstone"), pursuant to which Blackstone will acquire all of Dream Global's subsidiaries and assets in an all-cash transaction valued at CAD6.2 billion (the "Transaction"). On closing of the Transaction, Dream Global unitholders ("Unitholders") will receive cash consideration of CAD16.79 per Dream Global unit ("Unit"). Based on the closing price for Dream Global's Units on September 13, 2019, the last trading day prior to announcement of the Transaction, the offer represents a premium of 18.5% to that price. The independent trustees of Dream Global's board of trustees have unanimously approved the transaction.
Dream Asset Management ("DAM") has served, under an asset management agreement (the "AMA"), as the external asset manager of Dream Global. The Transaction requires a separation of the AMA from DAM. As part of the Transaction, DAM will receive an aggregate of CAD395.2 million with respect to the REIT's obligations under the AMA. One of the considerations in arriving at the negotiated separation payment is the incentive fee, which has a calculated value of CAD379 million under the AMA.
The consummation of the Transaction will be subject to the approval of at least 66 2/3% of the votes cast by Unitholders at a special meeting of Unitholders and a majority of the votes cast by Unitholders other than DAM and other related parties. The Transaction is subject to other customary conditions, including regulatory approvals, and is expected to close in December 2019. The Transaction is not subject to a financing condition.
Dream Global has suspended its normal monthly distributions, effective following the payment on September 16, 2019 of its August distribution.
Dream Global intends to announce its intentions relating to its existing EUR375 million 1.375% Senior Notes due 2021 and EUR300 million 1.750% Senior Notes due 2026 (collectively, the "Notes") in due course, including (but not limited to) potentially repurchasing the Notes pursuant to the change of control provisions included in the Notes, or otherwise.

Dream Global REIT contacts:
Dream Global Real Estate Investment Trust
P. Jane Gavan
President and Chief Executive Officer
+1 (416) 365-6572
jgavan@dream.ca

Dream Global Real Estate Investment Trust
30 Adelaide Street East, Suite 301
Toronto, ON M5C 3H1
Canada
ISIN: CA26154A1066, XS1651850569, XS2019210231  
WKN: A1131Y, A19L8A, A2R4AX
Listed: Regulated Market in Frankfurt; Regulated Unofficial Market in Berlin, Munich, Stuttgart, Tradegate Exchange; Toronto