European Residential REIT announces going private transaction with CAPREIT
Torys is acting as counsel to CAPREIT with a team led by John Emanoilidis and that includes David Forrester, Max Ledger, Jason Lamb and Jodie Wang (corporate/M&A), Michael Zackheim and Simon Knowling (REITs), Reea Galeano (trusts), Jennifer Lennon and Parker Baglole (employment), Omar Wakil (regulatory), Andrew Gray (litigation), Nina Mansoori and Ben Pan (lending), Corrado Cardarelli and Andrew Wong (tax).
On March 2, 2026, European Residential Real Estate Investment Trust (“ERES”) and Canadian Apartment Properties Real Estate Investment Trust (“CAPREIT”) announced they entered into an arrangement agreement.
Pursuant to the arrangement agreement, the transaction will be structured as a statutory plan of arrangement under the Canada Business Corporations Act through which an affiliate of CAPREIT will acquire all of the issued and outstanding units of ERES not already owned by CAPREIT for consideration of C$1.19 per unit. The all-cash transaction values ERES at approximately C$441 million, including debt and the ERES units and class B limited partnership units (“Class B Units”) of ERES Limited Partnership owned by an affiliate of CAPREIT.
Completion of the transaction requires approval by two thirds of the votes cast by ERES unitholders and holders of the special voting units of ERES, voting together as a single class, as well as the approval of a simple majority of votes cast by minority ERES unitholders (which excludes CAPREIT and its affiliates). The transaction does not require the approval of holders of CAPREIT units.
ERES expects to hold a special meeting of ERES unitholders and holders of the special voting units of ERES to consider and vote on the transaction in April 2026. If approved, the transaction is expected to close in the second quarter of 2026, subject to the waiver or satisfaction of conditions customary for transactions of this nature, including, among others, court approval.
In connection with the transaction, each trustee and executive officer of ERES entered into a voting agreement agreeing to vote their ERES units in favour of the transaction.
Upon successful completion of the transaction, ERES units are expected to be delisted from the Toronto Stock Exchange (the “TSX”) and ERES will cease to be a reporting issuer in all of the provinces and territories of Canada.
Further information can be found on GlobeNewswire’s website.
ERES is an unincorporated, open-ended real estate investment trust. The ERES units are listed on the TSX under the symbol ERE.UN. ERES is Canada’s only European-focused multi-residential REIT, with a current portfolio of high-quality, multi-residential real estate properties in the Netherlands. As at December 31, 2025, ERES owned 1,029 residential suites, including 410 suites classified as assets held for sale, and ancillary retail space located in the Netherlands, with a total fair value of approximately €310.1 million, including approximately €87.9 million of assets held for sale.
CAPREIT is Canada’s largest publicly traded provider of quality rental housing. As at December 31, 2025, CAPREIT owns approximately 45,500 residential apartment suites and townhomes (excluding approximately 400 suites classified as assets held for sale), that are well-located across Canada and, to a lesser extent, the Netherlands, with a total fair value of approximately $14.7 billion (excluding approximately $0.1 billion of assets held for sale).