Allied Holdings, Ltd. agreed to acquire remaining 29.94% stake in Allied Hotel Properties Inc. (TSXV:AHP) from Tradewinds Corp. Bhd, King George Financial Corporation (TSXV:KGF), Netson Investments Ltd, CT Management Corp. and others for CAD 8.9 million on October 25, 2021. Under the arrangement, the minority shareholders of Allied Hotel Properties will receive, in exchange for each share held, CAD 0.28 in cash. Upon the completion of the arrangement, Allied Hotel will become a wholly owned subsidiary of Allied Holdings. The agreement will result in the privatization of Allied Hotel. Following completion of the arrangement, Allied Hotel intends to have the Shares de-listed from the TSX-V and to apply to the applicable Canadian securities regulators to cease to be a reporting issuer.

The transaction is subject to the approval of Supreme Court of British Columbia, the approval of shareholders of Allied Hotel at a meeting of securityholders, dissent rights have not been exercised with respect to more than 5% of the issued and outstanding shares, the necessary conditional approvals or equivalent approvals, as the case may be, of the TSX will have been obtained, the consents of a certain third party will have been obtained on terms acceptable to Allied Holdings, and other customary conditions. The Special Committee and the Board unanimously concluded that agreement is fair to Allied Hotel shareholders and is in the best interests of Allied Hotel. Allied Hotel Board recommends that shareholders vote for the arrangement resolution. Tradewinds Corp. Bhd, King George Financial Corporation, Netson Investments Ltd, CT Management Corp. and few other individual sellers have entered into voting and support agreement to vote in favor of the transaction. A special committee composed of Francis A. Wong and Patrick Kong, independent directors of Allied Hotel Properties, was constituted to consider the arrangement. On November 5, 2021, Allied Hotel Properties obtained an interim order of the Supreme Court of British Columbia. The meeting of shareholders of Allied Hotel Properties will be held on December 13, 2021. As of December 15, 2021, the transaction was approved by 99.99% of the votes cast by shareholders and 99.96% of the votes cast by minority shareholders of Allied Hotel Properties excluding the votes cast in respect of shares held by the shareholders required to be excluded pursuant MI 61-101. The Supreme Court of British Columbia (the “Court”) hearing for the final order to approve the transaction is expected to occur on December 16, 2021 and closing of the transaction is expected to occur on December 20, 2021, subject to final approval by the Court.

Dentons Canada LLP served as an independent legal advisor and Evans & Evans, Inc. served as a financial advisor and fairness opinion provider to the Special Committee of Allied Hotel. Julie Bogle, Kim Maguire, Steve Warnett, Breanna Chelsey, Rob Biggar, Samantha Stepney and Hunter Parsons of Borden Ladner Gervais LLP served as a legal advisors to Allied Hotel. Computershare Investors Services Inc. acted as depository, transfer agent and registrar for Allied Hotel Properties' shares.

Allied Holdings, Ltd. completed the acquisition of remaining 29.94% stake in Allied Hotel Properties Inc. (TSXV:AHP) from Tradewinds Corp. Bhd, King George Financial Corporation (TSXV:KGF), Netson Investments Ltd, CT Management Corp. and others on December 20, 2021.