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Morguard Enters into Arrangement Agreement with Temple Hotels
Morguard Enters into Arrangement Agreement with Temple Hotels Canada NewsWire MI...
About this update from Morguard Corporation
[{"type":"text","content":"\n\n\n\nMorguard Enters into Arrangement Agreement with Temple Hotels\n\n/* Style Definitions */\nspan.prnews_span\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\na.prnews_a\n{\ncolor:blue;\n}\nli.prnews_li\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\np.prnews_p\n{\nfont-size:0.62em;\nfont-family:\"Arial\";\ncolor:black;\nmargin:0in;\n}\n.prnml40{\nMARGIN-LEFT:3.33em\n}\n\n\n\n\n\n\n\nCanada NewsWire\nMISSISSAUGA, ON, Dec. 19, 2019\n\n\n\nMISSISSAUGA, ON, Dec. 19, 2019 /CNW/ - Morguard Corporation (\"Morguard\") (TSX: MRC) and Temple Hotels Inc. (\"Temple\") (TSX: TPH) are pleased to announce that, further to Morguard's press release dated November 15, 2019, they have entered into a definitive agreement (the \"Arrangement Agreement\") pursuant to which Morguard will acquire all of the outstanding common shares of Temple (the \"Temple Shares\") not currently owned by Morguard (the \"Transaction\"). The Transaction will be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the \"Arrangement\").\nThe Arrangement Agreement provides that holders of Temple Shares (\"Temple Shareholders\"), excluding Morguard, will receive cash consideration of $2.10 per Temple Share from Morguard. The Transaction represents a premium of 18.0% to the closing share price of the Temple Shares on the Toronto Stock Exchange (the \"TSX\") on November 14, 2019, the date prior to the announcement of the Transaction by Morguard, and a premium of 16.9% to the 20-day volume weighted average trading price of the Temple Shares as of November 14, 2019.\nMorguard has entered into a support agreement (the \"Armoyan Support Agreement\") with G2S2 Capital Inc. and Simé Armoyan (collectively, \"Armoyan\"), pursuant to which Armoyan has agreed to support and vote in favour of the Transaction. Armoyan owns 12,714,834 Temple Shares, representing approximately 16.9% of the total Temple Shares issued and outstanding.\nAs of the date hereof, Morguard owns 54,492,911 Temple Shares, representing approximately 72.6% of the total Temple Shares issued and outstanding.\nThe Arrangement is a \"business combination\" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (\"MI 61-101\"). The Arrangement must be approved by (i) at lea...