Unitholders to Receive $4.28 per Unit in Cash and 0.5688 units in GO Residential REIT, Representing Total Upfront Consideration of $12.01 per H&R Unit

H&R Board Unanimously Recommends Unitholders Vote IN FAVOUR of Transaction

All dollar amounts are presented in Canadian dollars unless otherwise indicated.

TORONTO, Aug. 11, 2026 /CNW/ -- H&R Real Estate Investment Trust ("H&R" or the "REIT") (TSX:HR) announced today that it has entered into an arrangement agreement ("Arrangement Agreement") with GO Residential Real Estate Investment Trust ("GO REIT") and 1001700058 Ontario Inc. ("Purchaser"), on behalf of a consortium of co-purchasers (which includes funds affiliated with Blackstone Real Estate ("Blackstone"), Crestpoint Real Estate Investments Ltd. ("Crestpoint"), the Public Sector Pension Investment Board ("PSP Investments") and a company controlled by members of the family of Tom Hofstedter, Executive Chairman and Chief Executive Officer of H&R ("CRAL", collectively, the "Asset Purchasers"), pursuant to which GO REIT and the Purchaser (on behalf of the Asset Purchasers) have agreed to acquire all of the assets of H&R by way of a court-approved plan of arrangement under the Business Corporations Act (Alberta) in a cash and unit transaction valued at approximately $6.7 billion, including the assumption of certain debt (the "Transaction").

Under the terms of the Arrangement Agreement, H&R unitholders will receive $4.28 per unit in cash plus 0.5688 GO REIT units per H&R unit (the "Consideration"), representing a value of $12.01 per H&R unit based on the closing unit price of GO REIT on the Toronto Stock Exchange ("TSX") and a prevailing Canadian/U.S. dollar exchange rate of 1.3942 on August 10, 2026. The Transaction is expected to close in the fourth quarter of 2026, subject to unitholder, court, and regulatory approvals and other customary closing conditions.

The Transaction concludes H&R's multi-year strategy to simplify its portfolio and focus on high-quality residential assets, delivers immediate cash and GO REIT unit consideration at a premium, and provides H&R unitholders with a 66.9% ownership stake in GO REIT on a pro forma basis. The Board of Trustees of H&R (the "Board") (with interested trustees abstaining) unanimously recommends that unitholders vote IN FAVOUR of the Transaction at a special meeting of unitholders expected to be held in October 2026 (the "Special Meeting").

TRANSACTION HIGHLIGHTS

Compelling upfront premium and immediate cash liquidity. The Consideration of $12.01 per unit represents a 14.5% premium to H&R's unaffected closing unit price on the TSX as at June 10, 2026 (being the last trading day prior to media speculation regarding H&R being in talks with Blackstone regarding a potential transaction), implying an equity value and enterprise value for H&R of approximately $3.4 billion and $6.7 billion, respectively. The $4.28 per unit cash component delivers immediate and certain value to H&R unitholders, independent of market conditions at closing.
Significant ownership in one of North America's Leading Residential REITs. After giving effect to the Transaction, GO REIT will own 35 residential properties and over 13,300 residential suites across eight markets and four states, combining H&R's 27 properties and approximately 10,300 suites across seven Sunbelt markets and New York with GO REIT's ten properties comprising 3,034 suites in the New York City metro area. H&R unitholders will hold approximately 66.9% of the pro forma entity. Two new trustees nominated by H&R are expected to be added to GO REIT's Board of Trustees, providing H&R unitholders with ongoing governance representation in the go-forward entity.
Positive Financial Impact on GO REIT and Structural Conditions for Re-Rate. The GO REIT units H&R unitholders are receiving are expected to represent an attractive entry point into a combined entity with greater scale, a stronger balance sheet, significantly broader market reach, and significant growth potential. Management of GO REIT expects the Transaction to be accretive to GO REIT's FFO and AFFO per unit and reduce pro forma leverage by more than ~2x at close, with further potential improvement from synergies and income support. Management believes the combined platform should trade more in line with its North American residential REIT peers over time.
Dedicated Management with a Singular Residential Focus. The pro forma entity will be led by GO REIT's current executive team – Josh Gotlib (Chief Executive Officer), Matthew Keller (President), Max Kaufman (Chief Operating Officer) and Peter Sweeney (Chief Financial Officer) – providing H&R unitholders with access to a seasoned management team with an exclusive focus on the multi-family residential sector.
Tax-Deferred Rollover. The issuance of GO REIT units to H&R unitholders is structured to provide a tax-deferred rollover for eligible Canadian-resident unitholders.

"This Transaction delivers immediate cash and GO REIT unit consideration at a meaningful premium and establishes H&R unitholders as significant partners in a larger, stronger, pure-play residential platform with considerable upside potential. Following last year's exhaustive and independent review of H&R's strategic alternatives, the Independent Trustees are confident this Transaction represents the best path forward for our unitholders," said Stephen Gross, Independent Lead Trustee, H&R.

"This is a transformational transaction for GO REIT and H&R unitholders. GO REIT has built one of the highest-quality luxury residential portfolios in New York City, and H&R adds to that foundation with its portfolio of exceptional residential assets across the highest-growth Sunbelt markets in the United States. Together, we are establishing GO REIT as a leading luxury residential REIT with New York City and Sunbelt exposure, a platform with the scale, balance sheet strength, and geographic diversification to compete for a broader category of investors. We are excited to welcome H&R unitholders as our partners," said Josh Gotlib, Chief Executive Officer, GO REIT.

TRANSACTION DETAILS

Under the Arrangement Agreement, H&R unitholders will receive the Consideration at a value of $12.01 per unit based on the closing unit price of GO REIT and a prevailing Canadian/U.S. dollar exchange rate of 1.3942 on August 10, 2026. The Consideration implies an equity value and enterprise value for H&R of approximately $3.4 billion and $6.7 billion, respectively, on a fully diluted basis.

As part of the Transaction, (i) GO REIT will acquire H&R's 23 Lantower residential properties across three Sunbelt states, together with H&R's 50% interest in the Jackson Park luxury high-rise apartment complex in New York, the Gotham Centre Class A office building in New York, a 50% interest in the River Landing mixed use asset in Miami and Lantower's head office building in Dallas, in consideration for GO REIT units, the assumption of H&R's Series S and Series T unsecured debentures with an aggregate principal amount of $550 million (the "Debentures"), and associated property-level debt of approximately US$1.1 billion; (ii) Blackstone will acquire certain of H&R's Canadian industrial properties for cash; (iii) Crestpoint and PSP Investments will acquire certain of H&R's Canadian industrial properties in which they hold an existing co-ownership interest, for cash; and (iv) CRAL will acquire H&R's remaining non-core assets for cash, together with the redemption or cancellation of certain units held by CRAL and its joint actors, in each case subject to customary closing conditions. CRAL will also, among other things, commit to provide cost support and income support payments to GO REIT subsidiaries and assume certain contingent liabilities.

In addition, in accordance with its obligations under the management agreement with Lantower Residential Real Estate Development Trust (No. 1) (the "REDT"), H&R intends to make an offer to the REDT to acquire its interests in two joint venture development properties on the terms set out in the management agreement. If that acquisition is not completed prior to closing, GO REIT will receive H&R's approximately 30% interest in those properties and cash in lieu of the REDT's interest in those properties.

Prior to closing, GO REIT, which currently trades in U.S. dollars on the TSX, intends to introduce a Canadian dollar denominated listing on the TSX, which is expected to broaden GO REIT's investor base. This Canadian dollar denominated listing is a condition to the closing of the Arrangement Agreement.

The Arrangement Agreement includes customary deal protection provisions, including reciprocal customary non-solicitation covenants on the part of H&R and GO and fiduciary outs permitting the H&R board and the GO board to accept superior proposals, subject to a right to match. In addition, the Arrangement Agreement provides that (a) a termination fee of approximately $102 million (representing 3% of H&R's equity value) is payable by H&R to the Purchaser and GO if H&R accepts a superior proposal and in certain other specified circumstances; and (b) a termination fee of approximately $27 million (representing 3% of GO's equity value) is payable by GO to H&R if GO accepts a superior proposal and in certain other specified circumstances. In addition, a reverse termination fee of $136 million (representing 4% of H&R's equity value is payable by the Purchaser to H&R in the event the Purchaser fails to fund the cash consideration (including for portions relating to the funds being advanced by the Asset Purchasers for their portion of the acquired assets) and in certain other specified circumstances.

INDEPENDENT TRUSTEES AND BOARD OF TRUSTEES RECOMMENDATION

Consistent with their fiduciary duties, the independent trustees (the "Independent Trustees") reviewed and evaluated the terms of the Transaction with the assistance of their independent financial and legal advisors. The Board, acting on the unanimous recommendation of the Independent Trustees – with Tom Hofstedter declaring his conflict of interest and abstaining from voting, and Juli Morrow abstaining from voting as a result of having provided legal advice on real estate matters to H&R – has determined that the Transaction is fair to holders of H&R units and is in the best interests of H&R. The Board recommends that unitholders, holders of Class B LP Units, and holders of Special Voting Units vote in favour of the Transaction.

The Independent Trustees and the Board based their conclusions on a number of factors, including:

Compelling Upfront Value to Unitholders. The Consideration represents a 14.5% premium to H&R's unaffected closing unit price as of June 10, 2026 (being the last trading day prior to media speculation regarding H&R being in talks with Blackstone regarding a potential transaction). The $4.28 cash component provides immediate and certain value independent of market conditions at closing, and the GO REIT unit consideration is structured to provide a tax-deferred rollover for eligible Canadian-resident unitholders.
Independent Process and Financial Fairness. The Transaction is the result of extensive arm's-length negotiations conducted by the Independent Trustees and their advisors, independent of H&R management and follows H&R's strategic review process conducted during 2025. CIBC World Markets Inc. has provided a fairness opinion (the "CIBC Fairness Opinion") to the Independent Trustees and National Bank of Canada Capital Markets ("NBCCM") has provided an independent fairness opinion and formal valuations (the "NBCCM Fairness Opinion and Valuations") to the Independent Trustees. The Independent Trustees having received each of the CIBC Fairness Opinion and the NBCCM Fairness Opinion and Valuations unanimously recommended the Transaction. The valuations and fairness opinions will be included in the Information Circular which is expected to be made available to unitholders in due course.
Quality of the Go-Forward Platform. The Transaction is expected to create the second-largest residential REIT on the TSX by enterprise value, to be led by GO REIT's experienced management team with an exclusive focus on the multi-family sector. The Transaction is expected to be accretive to GO REIT's FFO and AFFO per unit and materially strengthen its balance sheet and increase its equity float capitalization by approximately 4x the current float.
Benefits to Stakeholders. The Independent Trustees and the Board considered the interests of H&R's broader stakeholders, including tenants and employees, and are satisfied that the terms of the Arrangement Agreement treat all stakeholders fairly. The H&R asset portfolios are being acquired by parties with the required capabilities and financial resources to successfully manage and operate them going forward.
Reasonable Likelihood of Completion. The closing conditions are limited and reasonable. GO REIT and the Asset Purchasers have demonstrated the commitment and financial capacity to complete the Transaction.
Required Approvals. The Transaction will become effective only if approved by the requisite majority of unitholders at the Special Meeting as described below and by the Alberta Court of King's Bench, after considering the procedural and substantive fairness of the Transaction.

Additional details regarding the background to the Transaction, the rationale for the recommendations of the Independent Trustees and the Board, and copies of the fairness opinions and formal valuation will be included in the management information circular in connection with the Special Meeting which will be filed under H&R's profile on SEDAR+ at www.sedarplus.ca in due course. Until the management information circular is available, unitholders are not required to take any action in respect of the Transaction.

TAX TREATMENT

The GO REIT unit consideration is structured to provide a tax-deferred rollover for eligible Canadian-resident unitholders. The cash portion of the Consideration will include certain income, including recaptured depreciation, and capital gains realized by H&R in the transaction. H&R unitholders resident in Canada will be required to include such income and the taxable portion of such capital gains in computing their income for Canadian income tax purposes.

DISTRIBUTIONS

H&R will pay the distribution declared in July 2026 and payable in August 2026 as scheduled. No further distributions will be declared or paid for September through December 2026. If the Transaction has not closed by January 1, 2027, H&R intends to resume distributions not exceeding $0.05 per unit per month until closing.

APPROVALS

The Transaction is structured as a statutory plan of arrangement under the Business Corporations Act (Alberta).

The Independent Trustees and the Board have determined that the Purchaser, CRAL and their affiliates, associates and joint actors may constitute a "related party" and that the Transaction constitutes a "business combination" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

Completion of the Transaction requires approval by: (i) at least 66⅔% of votes cast by holders of trust units ("Units") and special voting units ("Special Voting Units") voting together; (ii) at least 66⅔% of votes cast by holders of Units, Special Voting Units, and exchangeable limited partnership units of H&R Portfolio Limited Partnership ("Class B LP Units") voting together; and (iii) a simple majority of votes cast by holders of units, Class B LP Units, and Special Voting Units voting together, excluding units held by CRAL, its joint actors and affiliates, and any other unitholders excluded under MI 61-101 (the "Minority Approval"). NBCCM was retained by the Independent Trustees to provide independent formal valuations in accordance with MI 61-101. H&R unitholders will be asked to vote on the Transaction at the Special Meeting expected to be held in October 2026.

Each of the trustees and executive officers of H&R who own trust units of H&R, special voting units and exchangeable limited partnership units of H&R Portfolio Limited Partnership ("Class B LP Units") and companies controlled by the family of Tom Hofstedter, collectively holding approximately 3.5% of H&R trust units, 100% of special voting units and 43% of Class B LP Units, has entered into a voting and support agreement with GO and the Purchaser, pursuant to which, subject to the terms and conditions set forth therein, they will vote all of their units in favour of the Arrangement Agreement.

Under applicable TSX rules, the issuance of GO REIT units under the Transaction also requires approval by a majority of GO REIT unitholders at a separate special meeting expected to be held in October 2026. Each of the trustees and executive officers of GO who own voting securities of GO, has entered into a voting and support agreement with H&R and the Purchaser, pursuant to which, subject to the terms and conditions set forth therein, they will vote all of their securities in favour of the Arrangement Agreement.

The Transaction is expected to close in the fourth quarter of 2026, subject to approval of the Alberta Court of King's Bench, the unitholder approvals described above, clearances under the Competition Act (Canada), and other customary closing conditions.

Copies of the Arrangement Agreement and accompanying asset purchase agreements with GO REIT and the Asset Purchasers (collectively, the "Asset Purchase Agreements") will be filed under H&R's profile on SEDAR+ at www.sedarplus.ca. Following the completion of the Transaction, it is expected that the Units will be delisted from the TSX and H&R will apply to cease to be a reporting issuer in all provinces of Canada.

CONFERENCE CALL

H&R and GO REIT will host a joint analyst conference call on August 11, 2026 at 8:00 am ET to discuss the transaction. A supporting slide presentation will be available on H&R's website at https://www.hr-reit.com/. A live audio webcast is available at https://app.webinar.net/5dbKylerJxP.

Analysts wishing to ask questions during the Q&A should dial in using Conference ID 2312353:

Canada: 647-932-3411
U.S. and International: +1 (646) 307-1963
Toll-Free: 800-715-9871

A replay will be available for one week following the call at 647-362-9199 (Canada), 609-800-9909 (U.S.), or 800-770-2030 (Toll-Free), using Playback ID 2312353.

ADVISORS

CIBC World Markets Inc. and National Bank Financial Inc. are acting as exclusive financial advisors to H&R and the Independent Trustees, respectively. Miller Thomson LLP is acting as legal counsel to the Independent Trustees and Goulston & Storrs PC is acting as U.S. tax counsel to the Independent Trustees.

J.P. Morgan Securities LLC acted as exclusive financial advisor to GO Residential REIT. GO Residential REIT engaged Blake, Cassels & Graydon LLP as Canadian counsel, Skadden, Arps, Slate, Meagher & Flom LLP as U.S. counsel, and Pryor Cashman LLP as U.S. real estate counsel.

BMO Capital Markets is acting as financial advisor to CRAL. Bennett Jones LLP is acting as legal counsel to the Purchaser and CRAL.

Simpson Thacher & Bartlett LLP and Torys LLP are acting as legal counsel to Blackstone.

ABOUT H&R

H&R is one of Canada's largest real estate investment trusts. H&R has ownership interests in a Canadian and U.S. portfolio primarily comprised of high-quality residential (operating as Lantower Residential), industrial and office properties totaling approximately 21.2 million square feet.

ABOUT GO REIT

GO Residential Real Estate Investment Trust is an internally managed, open ended real estate investment trust established under, and governed by, the laws of the Province of Ontario. GO Residential REIT has been formed to provide investors with an opportunity to invest in luxury high-rise multifamily properties located in the New York metropolitan area and other major metropolitan cities in the United States. GO Residential REIT owns and operates a portfolio of ten properties consisting of 3,034 luxury suites located in New York City, New York.

ABOUT BLACKSTONE REAL ESTATE

Blackstone is a global leader in real estate investing. Blackstone's real estate business was founded in 1991 and has US$314 billion of investor capital under management. Blackstone is the largest owner of commercial real estate globally, owning and operating assets across every major geography and sector, including logistics, data centers, residential, office and hospitality. Our opportunistic funds seek to acquire undermanaged, well-located assets across the world. Blackstone's Core+ business invests in substantially stabilized real estate assets globally, through both institutional strategies and strategies tailored for income-focused individual investors including Blackstone Real Estate Income Trust, Inc. (BREIT). Blackstone Real Estate also operates one of the leading global real estate debt businesses, providing comprehensive financing solutions across the capital structure and risk spectrum, including management of Blackstone Mortgage Trust (NYSE:BXMT).

ABOUT CRESTPOINT

Crestpoint Real Estate Investments Ltd. is an affiliate of Connor, Clark & Lunn Financial Group Ltd. ("CC&L"), a multi-boutique asset management firm whose affiliates collectively manage over $222 billion in assets for individuals, advisors and institutional investors. Established in 1982, CC&L has over 40 years of experience and has grown to be one of Canada's largest independently owned asset management firms with a presence across North America, Europe, and Asia. CC&L's strategies span across equities, fixed income, alternative investments, and multi-assets.

Crestpoint, established in 2010, focuses on commercial real estate and debt investments. Crestpoint collectively manages approximately $14 billion on behalf of institutional and high-net-worth clients and is a rapidly growing real estate investment and asset manager across Canada. Crestpoint's strategies span core plus real estate, opportunistic real estate, commercial debt investment and segregated funds and co-investments in all four major sectors in real estate.

ABOUT PSP INVESTMENTS

The Public Sector Pension Investment Board (PSP Investments) is one of Canada's largest pension investors with $320.6 billion of net assets under management as of March 31, 2026. It manages a diversified global portfolio composed of investments in capital markets, private equity, real estate, infrastructure, natural resources, and credit investments. Established in 1999, PSP Investments manages and invests amounts transferred to it by the Government of Canada. For more information, visit investpsp.com.

NON-IFRS FINANCIAL MEASURES

In this press release, certain financial measures of GO Residential REIT are used that are not defined under International Financial Reporting Standards ("IFRS") including certain non-IFRS ratios, such as Debt-to-Adjusted-EBITDA, pro forma Debt-to-EBITDA, NOI, FFO and AFFO. Such non-IFRS measures and ratios are commonly used by entities in the real estate industry as useful metrics for measuring performance. However, they do not have any standardized meaning prescribed by IFRS and are not necessarily comparable to similar measures presented by other publicly traded entities. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS. GO Residential REIT believes these non-IFRS financial measures and ratios provide useful supplemental information to both management and investors in measuring the operating performance, financial performance and financial condition of GO Residential REIT.

CAUTIONARY AND FORWARD-LOOKING STATEMENTS

Certain statements in this news release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements generally can be identified by the use of terms and phrases such as "will", "may", "believe", "subject to", "expected", "if", "option", and similar terms and phrases, including negative and grammatical variations, and references to assumptions and limitations. Some of the specific forward-looking statements in this news release include, but are not limited to, statements with respect to: the Transaction and the terms thereof; the ability to complete the Transaction and the other transactions contemplated by the Arrangement Agreement and the asset purchase agreements, including the parties' ability to satisfy the conditions to the consummation of the Transaction; the expected timing of the special meetings of unitholders of H&R and GO REIT and the completion of the Transaction; the offer to the REDT; the receipt of required regulatory, court, unitholder and lender approvals and the completion of other closing conditions customary of a transaction of this nature; the anticipated benefits of the Transaction to unitholders and other stakeholders; the anticipated tax treatment of the proposed transaction for H&R unitholders; leverage of the combined entity following closing of the transaction; the combined entity's anticipated financial position and future results; statements relating to financial position, business strategy, project costs, financial results, plans and objectives of, or involving H&R, GO REIT and the Asset Purchasers; and the payment of monthly distributions. There can be no assurance that the proposed Transaction will be completed or that it will be completed on the terms and conditions contemplated in this news release. The proposed Transaction could be modified, restructured or terminated in accordance with its terms. The information relating to GO REIT and the Asset Purchasers have been provided by the respective parties. The proforma information set forth in this press release should not be considered to be what the actual financial position or other results of operations of GO REIT prior to giving effect to the Transaction.

Forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. These statements are not guarantees of future performance and are based on H&R's estimates and assumptions that are subject to risks, uncertainties and other factors including those risks and uncertainties described below and those discussed in H&R's materials filed with the Canadian securities regulatory authorities from time to time, which could cause the actual results, performance or achievements of H&R to differ materially from the forward-looking statements contained in this news release. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking statements include assumptions relating to the general economy, including debt markets continuing to provide access to capital at a reasonable cost; assumptions concerning currency exchange and interest rates; expectations and assumptions concerning the anticipated benefits of the Transaction to unitholders and other stakeholders; the receipt in a timely manner of regulatory, court, unitholder and lender approvals for the Transaction; the performance by the transaction parties of their obligations under their respective agreements; and the availability of cash flow from operations to meet monthly distributions.

Additional risks and uncertainties include, among other things, those related to: real property ownership; the current economic environment; tariffs and other international trade disputes; property valuations; credit risk and tenant concentration; lease rollover risk; interest rate and other debt-related risks; inflation risk; development risks; residential rental risk; capital expenditure risk; currency risk; liquidity risk; cyber security risk and breach of privacy or information security systems; artificial intelligence and related technologies; expanding social media vehicles; financing credit risk; ESG and climate change risk; public health crises; co-ownership interest in properties; business continuity; general uninsured losses; joint arrangement and investment risks; talent management and succession planning; potential acquisition, investment and disposition opportunities and joint venture arrangements; potential diversion of management time on the Transaction; potential undisclosed liabilities associated with acquisitions; competition for real property investments; potential conflicts of interest; litigation and regulatory risk; Unit prices; availability of cash for distributions; credit ratings; ability to access capital; dilution; unitholder liability; redemption right; investment eligibility; debentures; statutory remedies; unitholder activism; tax risk; and additional tax risks applicable to H&R and to unitholders. H&R cautions that these lists of factors, risks and uncertainties are not exhaustive. Although the forward-looking statements contained in this news release are based upon what H&R believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements.

The anticipated timeline for completion of the Transaction may change for a number of reasons, including the inability to secure necessary regulatory, court, unitholder, lender or other approvals in the time assumed, third party litigation or the need for additional time to satisfy the conditions to the completion of the Transaction. Additional risks and uncertainties not presently known to H&R or that H&R currently believes to be less significant may also adversely affect H&R.

Readers are also urged to examine H&R's materials filed with the Canadian securities regulatory authorities on SEDAR+ (www.sedarplus.ca) under H&R's issuer profile from time to time as they may contain discussions on risks and uncertainties which could cause the actual results and performance of H&R to differ materially from the forward-looking statements contained in this news release. All forward-looking statements in this news release are qualified by these cautionary statements. These forward-looking statements are made as of August 10, 2026 and H&R, except as required by applicable Canadian law, disclaims any intention or obligation to update or revise them to reflect new information or the occurrence of future events or circumstances.

Additional information regarding H&R is available at www.hr–reit.com and on www.sedarplus.ca.

SOURCE H&R Real Estate Investment Trust

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