This press release contains forward-looking information that is based upon assumptions and is subject to risks and uncertainties as indicated in the cautionary note contained within this press release.
DREAM RESIDENTIAL REAL ESTATE INVESTMENT TRUST (TSX:DRR, TSX:DRR) ("Dream Residential REIT" or the "REIT") announced today that it is mailing its Management Information Circular (the "Circular") and related materials in connection with the special meeting (the "Meeting") of unitholders of the REIT and Class B unitholders of DRR Holdings LLC (collectively, the "Unitholders") to approve the proposed transaction pursuant to which an affiliate of Morgan Properties, LP ("Morgan Properties") will acquire the REIT in an all-cash transaction valued at approximately US$354 million (the "Transaction").
On closing of the Transaction, Unitholders will receive cash consideration of US$10.80 per unit of the REIT ("Trust Unit") and per Class B unit of DRR Holdings LLC ("Class B Unit" and together with the Trust Units, the "Units"), as described in more detail in the Circular. The Transaction price represents a significant premium of 60% to the closing Trust Unit price on the Toronto Stock Exchange ("TSX") as of February 19, 2025, the last trading day prior to the announcement of the REIT's strategic review process. Furthermore, the Transaction price represents an 18% premium to the closing Trust Unit price on the TSX as of August 20, 2025, the last trading day prior to the announcement of the Transaction.
The Meeting is scheduled to be held at 2:00 p.m. (Toronto time) on October 16, 2025 at Osler, Hoskin & Harcourt LLP, 100 King Street West, Suite 6300, Toronto, Ontario, M5X 1B8. Unitholders of record as of the close of business on September 11, 2025 are entitled to receive notice of and to vote at the Meeting.
The Dream Residential REIT board of trustees, after receiving the unanimous recommendation of a special committee of independent trustees of the REIT and in consultation with its independent financial and legal advisors, unanimously determined that the Transaction is in the best interests of Dream Residential REIT and fair to Unitholders (other than Dream Unlimited Corp. ("Dream"), Pauls Capital, LLC ("Pauls") and their respective affiliates), and unanimously recommends that Unitholders vote FOR the Transaction.
The consummation of the Transaction will be subject to certain approvals at the Meeting, including by (i) not less than 66 2/3% of the votes cast by Unitholders present in person or represented by proxy and entitled to vote at the Meeting, voting together as if they were a single class, and (ii) a simple majority of votes cast by Unitholders (excluding Dream, Pauls and any affiliate or related party of Dream or Pauls) present in person or represented by proxy and entitled to vote at the Meeting, voting together as if they were a single class. In addition to approval by Unitholders, the Transaction is also subject to the receipt of court approval and other customary closing conditions for transactions of this nature.
On September 17, 2025, the Ontario Superior Court of Justice (Commercial List) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Transaction. A copy of the interim order is included in the Circular. The anticipated hearing date of the application for the final order of the court approving the Transaction is October 21, 2025. A copy of the Notice of Application for the final order is included in the Circular.
The Transaction is expected to close in late 2025 following satisfaction of all conditions to closing, provided that the Transaction will not close earlier than the date on which Morgan Properties obtains certain agency financing or December 19, 2025, whichever date is first. The Transaction is not subject to a financing condition.
A copy of the Circular is available under the REIT's profile on www.sedarplus.com and on the REIT's website at www.dreamresidentialreit.ca.
How to Vote
Each Unitholder's vote is important regardless of the number of Units owned. Unitholders are urged to vote FOR the Transaction well in advance of the proxy voting deadline at 2:00 p.m. (Toronto time) on October 14, 2025. Unitholders who have questions or need assistance voting their proxy should contact the REIT at residentialreitinfo@dream.ca.
About Dream Residential REIT
Dream Residential REIT is an unincorporated, open-ended real estate investment trust established and governed by the laws of the Province of Ontario. The REIT owns a portfolio of garden-style multi-residential properties, primarily located in three markets across the Sunbelt and Midwest regions of the United States. For more information, please visit www.dreamresidentialreit.ca.
About Morgan Properties
Established in 1985 by Mitchell Morgan, Morgan Properties is a national real estate investment and management company headquartered in Conshohocken, Pennsylvania, with a corporate office in Rochester, New York. Jonathan and Jason Morgan represent the next-generation leaders growing the platform and overseeing the business operations. Morgan Properties and its affiliates pursue a diversified investment strategy focusing on multifamily common equity, commercial mortgage-backed B-Piece securities, preferred equity, and whole loans. Morgan Properties and its affiliates own and manage a multifamily portfolio comprising over 100,000 units across more than 360 communities in 22 states. Morgan Properties is one of the nation's largest private multifamily owners. Additionally, Morgan Properties has made investments in commercial mortgage-backed B-Piece securities backed by over US$40 billion in multifamily loans. With over 2,500 employees, Morgan Properties prides itself on its quick decision-making capabilities, strong capital relationships, and proven operational expertise. For more information, please visit www.morgan-properties.com.
Forward-looking information
This press release contains forward-looking information within the meaning of applicable securities legislation. Such forward-looking information includes, but is not limited to, information and statements concerning the Transaction and the terms thereof; the Meeting timing; the hearing date of the application for the final order of the court; and the anticipated closing of the Transaction including the timing thereof. There can be no assurance that the proposed Transaction will be completed or that it will be completed on the terms and conditions contemplated in this press release. The proposed Transaction could be modified, restructured or terminated in accordance with its terms. Forward-looking information generally can be identified by the use of forward-looking terminology such as "will", "expect", "believe", "plan" or "continue", or similar expressions suggesting future outcomes or events. Forward-looking statements are based on information available at the time they are made, underlying estimates and assumptions made by management and management's good faith belief with respect to future events, performance and results. Such assumptions include, without limitation, expectations and assumptions concerning the market price of the Trust Units, the anticipated benefits of the Transaction to Unitholders, and the receipt in a timely manner of court, Unitholder and other approvals for the Transaction. Although Dream Residential REIT believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Dream Residential REIT cannot give assurance that they will prove to be correct. By its nature, such forward-looking information is subject to a number of assumptions, risks and uncertainties, many of which are beyond Dream Residential REIT's control and could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These assumptions include, but are not limited to, the Transaction will be completed on the terms currently contemplated; the Transaction will be completed in accordance with the timing currently expected; and all conditions to the completion to the Transaction will be satisfied or waived and the arrangement agreement relating to the Transaction will not be terminated prior to the completion of the Transaction. These risks and uncertainties include, but are not limited to, risks inherent in the real estate industry; financing risks; inflation, interest and currency rate fluctuations; global and local economic and business conditions; risks associated with unexpected or ongoing geopolitical events; imposition of duties, tariffs and other trade restrictions; changes in law; tax risks; competition; environmental and climate change risks; insurance risks; cybersecurity; and public health crises and epidemics. All forward-looking information in this press release speaks as of the date of this press release. Dream Residential REIT does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required by law. Additional information about these assumptions, risks and uncertainties is contained in Dream Residential REIT's filings with securities regulators, including its latest Annual Information Form and Management's Discussion and Analysis. These filings are also available on the REIT's website at www.dreamresidentialreit.ca.
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For further information, please contact:
Dream Residential REIT
Brian Pauls
Chief Executive Officer
(416) 365-2365
bpauls@dream.ca
Derrick Lau
Chief Financial Officer
(416) 365-2364
dlau@dream.ca
Scott Schoeman
Chief Operating Officer
(303) 519-3020
sschoeman@dream.ca
