WPT Industrial Real Estate Investment Trust Mails Circular for Special Meeting of Unitholders and Announces Receipt of Interim Court Order for Plan of Arrangement

TORONTO, September 10, 2021 (GLOBE NEWSWIRE) – WPT Industrial Real Estate Investment Trust (the “REIT“(TSX: WIR.U; WIR.UN – OTCQX: WPTIF) announced today that its management information circular (the”Circular“) And related materials for the special session (the”To meet“) The shareholders of the REIT (the”Shareholders“) To use the previously announced layout plan (the”arrangement“), According to which an affiliate of Blackstone Real Estate Income Trust, Inc. would acquire all of the outstanding trust units of the REIT (each a”unit“) Through a series of transactions that would result in Shareholders receiving $ 22.00 per Share in cash (the”thoughtfulness“), Subject to applicable withholding taxes (the”transaction“), Everything as described in more detail in the circular.

Recommendation of the Board of Trustees

After receiving the unanimous recommendation of a committee (the “Special committee“) Independent members of the board of trustees of the REIT (the”Board of Trustees“) And in consultation with his financial and legal advisors, The Board of Trustees has unanimously determined that the transaction is in the best interests of the REIT and the shareholders and that the agreement and the transactions intended therewith are fair to the shareholders and unanimously recommends that the shareholders vote in favor of the transaction.

Reasons for recommendation

• The consideration to be received by the unitholders represents a substantial surcharge on the most recent trading price of the units prior to the announcement of the transaction as well as on the research consensus net asset appraisal of the REIT;

• The cash payment provides shareholders with value security and liquidity immediately upon completion of the transaction compared to the risks, uncertainties and a longer potential timeframe for realizing any consideration from the REIT’s standalone business plan or possible strategic alternatives;

• Prior to entering into the Memorandum of Understanding, the Board of Trustees and the Special Committee formed, among other things, to evaluate the Blackstone proposal and other alternatives available to the REIT, assessed the relative benefits and risks of various alternatives available to the REIT and concluded that the proposed transaction was of compelling value compared to reasonable alternatives;

• The transaction is the result of a rigorous negotiation process on arm’s length basis under the supervision and participation of the Special Committee and the Board of Trustees as well as their financial and legal advisers; and

• Blackstone’s extensive real estate industry experience and proven ability to complete large acquisitions, including extensive take-private transaction experience, as well as Blackstone’s substantial available capital.

Vote at the virtual meeting of shareholders

The story goes on

The meeting will take place on Thursday, October 7, 2021 at 10:00 a.m. (Toronto time). At the meeting, Unitholders will consider a special resolution by the Unitholders to approve the Agreement and, if deemed advisable, pass a special resolution with or without amendment.

The circular, proxy form, instruction form and letter of delivery for the meeting contain important information on how registered and entitled Shareholders can vote at the meeting. The circular is also available on the REIT website at www.wptreit.com and under the REIT profile on SEDAR at www.sedar.com. Only shareholders registered as of close of business (Toronto time) on August 27, 2021 will be entitled to vote at the meeting.

The deadline for receipt of the completed powers of attorney at the transfer agent of the REIT is Tuesday, October 5, 2021, 10:00 a.m. (Toronto time).

The REIT will hold the meeting in a purely virtual format, which will be conducted via live audio webcast online at https://meetnow.global/M7S59QJ. Shareholders can listen to the meeting live during the audio webcast, and registered shareholders and duly appointed proxies can ask questions and vote during the meeting. The circular contains important and detailed instructions for attending the virtual meeting.

Shareholder Questions and Assistance

Shareholders with questions regarding the transaction or voting assistance can call 1-877-452-7184 (toll free in North America) or 1- 416-304-0211 (outside North America) or email assist @ laurelhill.com.

Receipt of the preliminary court order

The REIT also announced today that the British Columbia Supreme Court (the “court“), Issued an injunction relating to the agreement (the”Intermediate order“). The injunction authorizes the REIT to proceed with various matters relating to the arrangement, including holding the meeting for the shareholders to review and vote on the arrangement.

The transaction is expected to close in the fourth quarter of 2021, subject to obtaining the required shareholder approval, final court approval of the agreement, and other customary conditions being met.

About the WPT Industrial Real Estate Investment Trust

The WPT Industrial Real Estate Investment Trust is an unregistered, open-ended real estate investment trust established under a deed of trust under the laws of the Province of Ontario. The REIT acquires, develops, manages and owns sales and logistics properties in the United States. WPT Industrial, LP (the REIT’s operating subsidiary) owns or indirectly manages a real estate portfolio in 19 states that consists of approximately 38.0 million square feet of GLA and 112 properties.

Forward-looking information

Certain statements in this press release may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as “anticipate,” “plan,” “expect,” “may,” “will,” “intend,” “should,” and similar expressions. This information involves known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from those anticipated in such forward-looking information. Forward-looking information in this press release includes, but is not limited to, statements relating to the anticipated completion and timing of the Transaction, the anticipated benefits of the Transaction to Shareholders, the satisfaction of the conditions for completing the Transaction, and the holding of the Shareholders’ Meeting and their time.

The forward-looking information contained in this press release is based on certain expectations and assumptions by the REIT, including expectations and assumptions regarding the receipt of the necessary approvals and the satisfaction of other conditions for the completion of the transaction and that the agreement will not be modified or terminated. There can be no assurance that the proposed transaction or on the terms provided in the agreement will be completed.

While the REIT believes that the expectations and assumptions on which the forward-looking information contained in this press release is based are reasonable, undue reliance should be placed on the forward-looking information as the REIT cannot assure that it will prove to be be right. Because forward-looking information relates to future events and conditions, it inherently involves risks and uncertainties. Actual results could differ materially from those currently expected due to a number of factors and risks. These include, but are not limited to: failure to obtain the necessary approvals or to comply with (or obtain a waiver) conditions for entering into the Transaction under the Agreement; the occurrence of an event, change, or other circumstance that could result in the termination of the Agreement; material adverse changes in the business or affairs of the REIT; the ability of the parties to obtain the necessary judicial approval; failure of either party to complete the Transaction on demand or on the terms originally negotiated; Competitive factors in the industries in which the REIT operates; Interest rates, exchange rates, prevailing economic conditions; and other factors, many of which are beyond the control of the REIT. Additional factors and risks that could affect the REIT, its business and the achievement of the forward-looking statements contained herein are set out in the REIT’s annual information form and in the REIT management’s discussions and analyzes for the fiscal year ended December 31, 2020 and others subsequent reports filed under the REIT profile on www.sedar.com.

The forward-looking information contained in this press release reflects the REIT’s expectations as of the date of this release and is subject to change after that date. The REIT disclaims any intention or obligation to update or revise any forward-looking information as a result of new information, future events or for any other reason, except as required by applicable Canadian securities laws.

For more information, please contact:

Scott Frederiksen, Chief Executive Officer
Matt Cimino, Chief Operating Officer
Tel: (612) 800-8530
[email protected]