A consortium led by Canderel Management Inc., FrontFour Capital Group LLC, Artis Real Estate Investment Trust (TSX:AX.UN) Koch Real Estate Investments and partnerships managed by Sandpiper Group Holdings Inc. entered into an arrangement agreement to acquire remaining stake in Cominar Real Estate Investment Trust (TSX:CUF.UN) from Groupe Mach Inc. and others for CAD 2.2 billion on October 24, 2021. Under the terms of the arrangement agreement, the Purchaser will acquire Cominar for consideration of CAD 11.75 in cash per unit (the "Consideration"). The consideration implies an equity value and enterprise value for Cominar of approximately CAD 2.2 billion and CAD 5.7 billion, respectively. Members of the consortium hold or control an aggregate of approximately 10.2% of the Units. In connection with the transaction, Group Mach Acquisition Inc. will acquire approximately CAD 1.5 billion of retail and office properties and as part of the plan of arrangement and Blackstone will acquire Cominar's industrial portfolio. The proceeds of the acquisition of these assets from Cominar, to be carried out by way of separate agreements of purchase and sale between the Purchaser and each of the Asset Purchasers, will fund a portion of the Consideration. Scotiabank and CIBC are providing debt financing to Mach in connection with the transaction. In addition, Koch Real Estate Investments, LLC ("KREI"), and Artis are providing preferred equity for the transaction. Canderel and the consortium intend to retain portions of Cominar's retail portfolio, as well as components of Cominar's office portfolio. A termination fee of CAD 55 million will be payable by Cominar to the Purchaser in certain circumstances, including if the Purchaser fails to exercise its right to match in the context of a superior proposal supported by Cominar. A reverse-termination fee of CAD 110 million will be payable by the Purchaser to Cominar in the event the Purchaser fails to pay the consideration in accordance with the arrangement agreement.

The transaction is subject to receipt of approval at least 66 2/3% of Cominar unitholder, Superior Court of Québec and required regulatory approvals as well as satisfaction of customary closing conditions. Mach Capital, which holds approximately 5.2% of the Units, has entered into a voting and support agreement with the Purchaser. Both the Board of Trustees of Cominar (the "Board") and the independent committee of the Board unanimously approved the transaction. Cominar Real Estate Investment recommended that holders of units of Cominar vote FOR the proposed arrangement. As of October 28, 2021, a special meeting of Cominar unitholders to consider the proposed transaction is expected to be held on or about December 21, 2021. As of November 10, 2021, Letko Brosseau intends to vote against the proposal and urges all other shareholders to carefully consider the terms and conditions of what is being proposed. The proxy voting deadline is December 17, 2021. As of December 21, 2021, Cominar Real Estate Investment Trust unitholders approved the acquisition. As of December 23, 2021, the transaction is approved by Superior Court of Québec. On February 21, 2022, Cominar Real Estate Investment Trust announced the receipt of the approval under the Investment Canada Act in respect of the acquisition. The transaction is expected to close in the first quarter of 2022. As of January 18, 2022, In connection with the plan of arrangement for the acquisition of Cominar by the consortium led by an affiliate of Canderel Management Inc. , Cominar agreed that distributions for October, November and December 2021 would be suspended. However, as previously announced, given that the Arrangement did not close by January 15, 2022, Cominar is authorized to resume its monthly distributions for an amount not exceeding CAD 0.015 per unit in respect of the second half of January and not exceeding CAD 0.03 per unit for subsequent months until the closing of the Arrangement. Subject to the satisfaction of conditions to closing, the Arrangement transaction is expected to close in the first quarter of 2022 but after January 31, 2022. As of February 21, 2022, the transaction is expected to close on March 1, 2022. The January 2022 Distribution will be payable on February 15, 2022.

Desjardins Capital Markets acted as fairness opinion provider to special committee and Board of Cominar Real Estate. BMO Capital Markets and National Bank Financial Inc. acted as financial advisors to Cominar Real Estate. BMO Capital Markets and National Bank Financial Inc. acted as fairness opinion providers to special committee and Board of Cominar Real Estate. Sébastien Roy, Sylvie Samson, Marie-Emmanuelle Vaillancourt, Véronique Gaumond-Carignan, Mark C. Katz, Marie-Claude Bellemare, Jim Dinning and Sébastien Thériault from Davies Ward Phillips & Vineberg LLP acted as legal advisors to Cominar Real Estate and Robert Paré and Marie-Josée Neveu of Fasken Martineau DuMoulin LLP is acting as independent legal advisors to the Special Committee of Cominar Real Estate. Moelis & Company LLC acted as financial advisor to the Purchaser. Stikeman Elliott LLP and McCarthy Tetrault LLP acted as legal advisors to the Purchaser, Norton Rose Fulbright Canada LLP acted as legal advisor to Artis and Sandpiper. Alex Gorka, Yan Besner, Matias Milet and Brett Anderson from Osler, Hoskin & Harcourt LLP acted as legal advisors to KREI. Scotiabank, CIBC and RBC Capital Markets acted as financial advisors to Mach. Fred R. Pletcher, Neil Ezra Hazan, Philippe Tardif, Catherine Guertin, Subrata Bhattacharjee, Joseph (Hovsep) Takhmizdjian, Benjamin Gross, Christina Sciarretta, Diane Leduc, Julie Belley Perron, Denes A. Rothschild, Matteo Grandillo, Linda Varjan, Stéphanie Giroux, Geneviève Bergeron, Danny J. Kaufer, Frédéric Massé and Line Abecassis from Borden Ladner Gervais LLP and KPMG are respectively acting as legal and accounting advisors to Mach. Kingsdale Advisors acted as information agent to Cominar and received a fees of CAD 50,000. Computershare Investor Services Inc. acted as depository bank to Cominar. Computershare Trust Company of Canada acted as transfer agent to Cominar. Glass, Lewis & Co. and Institutional Shareholder Services Inc. recommended the unitholders to vote for the transaction.

A consortium led by Canderel Management Inc., FrontFour Capital Group LLC, Artis Real Estate Investment Trust (TSX:AX.UN), Koch Real Estate Investments and partnerships managed by Sandpiper Group Holdings Inc. completed the acquisition of remaining stake in Cominar Real Estate Investment Trust (TSX:CUF.UN) from Groupe Mach Inc. and others on March 1, 2022. As part of the arrangement, Cominar's existing trustees resigned and were replaced by Alex Avery, Renzo Barazzuol, Navdeep Gill, Stephen Loukas, Samir Manji, Brett Miller, Ben Rodney, Ryan Ross and Jonathan Wener. As a result of the completed transaction, the Units of the REIT are expected to be delisted from the Toronto Stock Exchange at the close of trading no later than March 4, 2022. TD Securities acted as a financial advisor to Blackstone.