Slate Grocery REIT (TSX: SGR.U) (TSX: SGR.UN) (the “REIT”), an owner and operator of U.S. grocery-anchored real estate, announced today that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with a joint venture (the “Purchaser”) between Brixmor Property Group Inc. (“Brixmor”) and affiliates of Everview Partners, L.P. (“Everview”), pursuant to which the Purchaser will acquire all of the issued and outstanding trust units of the REIT (the “Units”, and the holders thereof, the “Unitholders”) for US$13.00 in cash per Unit (the “Consideration”), representing a total enterprise value of approximately US$2.3 billion (the “Transaction”).

The all-cash Transaction provides Unitholders with immediate liquidity and certainty of value at an attractive premium. The Consideration represents a premium of approximately 13% to the closing price of the Units on May 21, 2026, the last trading day prior to the public announcement of the strategic review process, and a premium of approximately 20% to the closing price of the Units on September 23, 2026, the last trading day prior to the REIT’s announcement of the suspension of distributions.

The Transaction is the culmination of the strategic review process previously announced by the REIT on May 22, 2026. At that time, the REIT announced that the Board of Trustees had established a special committee comprised solely of independent trustees (the “Special Committee”) in response to an unsolicited proposal from affiliates of Slate Asset Management (Canada) L.P., the external manager of the REIT (the “Manager” or “Slate Asset Management”), and that the Special Committee had a broad mandate to consider and evaluate strategic alternatives, including a potential sale of the REIT.

“Following a comprehensive strategic review process, including a competitive auction process, the Special Committee unanimously concluded that this transaction represents the best available outcome for the REIT and its Unitholders. The Transaction provides Unitholders with immediate liquidity and certainty of value at an attractive all-cash price, and is the culmination of a competitive process focused on maximizing value for all Unitholders. This outcome reflects strong institutional conviction in grocery-anchored real estate. We’re confident Brixmor and Everview’s combined resources and commitment to this sector position this portfolio well for its next chapter,” said Marc Rouleau, Chair of the Special Committee of the REIT.

“This outcome validates what we have long believed: grocery-anchored essential real estate is a high-quality, in-demand asset class, and active in-house management creates measurable value for investors. The Special Committee ran a rigorous process and Slate Asset Management, as external manager of the REIT and the REIT’s largest investor, is fully supportive of the outcome. We are proud of the institutional caliber portfolio our team built and managed, and we are immediately focused on what comes next: redeploying capital into grocery-anchored real estate in North America and continuing to grow Slate’s grocery platform in Europe, which is already one of the largest portfolios on the continent,” said Blair Welch, Chief Executive Officer of the REIT and Co-Founding Partner of Slate Asset Management.

Special Committee and Board Recommendation

Following an extensive strategic review process, including a competitive auction process, and after consultation with its financial, legal, tax and real estate advisors, the Special Committee unanimously determined that the Transaction is fair to Unitholders and in the best interests of the REIT and unanimously recommended that the Board approve the Arrangement Agreement and recommend that Unitholders vote in favour of the Transaction.

The Board, having received the unanimous recommendation of the Special Committee, has unanimously determined, with interested trustees abstaining from voting, that the Transaction is in the best interests of the REIT and is fair to Unitholders (other than the Manager and its affiliates and related parties), and unanimously recommends that Unitholders vote FOR the Transaction.

In reaching its recommendation, the Special Committee considered, among other things:

  • the immediate liquidity and certainty of value provided by the all-cash Consideration;

  • the premium to the REIT’s trading price;

  • the comprehensive strategic review process;

  • the relative attractiveness of the Transaction compared to other strategic alternatives reasonably available to the REIT, including proposals received in the REIT’s competitive auction process;

  • the terms of the Arrangement Agreement; and

  • the fairness opinions received from Evercore Group L.L.C. and CIBC World Markets Inc.

Fairness Opinions

Each of Evercore Group L.L.C., as financial advisor to the Special Committee, and CIBC World Markets Inc., retained to provide an independent fairness opinion, has provided a fairness opinion to the Special Committee and the Board to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by Unitholders (other than the Manager and its affiliates and related parties) pursuant to the Arrangement Agreement is fair, from a financial point of view, to such Unitholders.

Voting and Support Agreements

Concurrently with the execution of the Arrangement Agreement, each of the trustees holding Units and the Manager and its affiliates agreed to vote their respective Units, as applicable, in favour of the Transaction pursuant to voting and support agreements, subject to customary exceptions. The Units represented by the voting and support agreements represent approximately 5.9% of the issued and outstanding Units of the REIT.

Transaction Details

The Transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (Ontario) and the Trustee Act (Ontario), and is expected to close in the first quarter of 2027, subject to customary closing conditions, including receipt of Unitholder approval and approval of the Ontario Superior Court of Justice (Commercial List) and the concurrent termination of the Management Agreement with the Manager. The Transaction is not subject to any financing conditions and, other than any approval that may be required under the Investment Canada Act (Canada), is not subject to any regulatory approvals.

The required Unitholder approval for the Transaction will consist of: (i) at least 66 2/3% of the votes cast on the arrangement by Unitholders voting together as a single class; and (ii) a simple majority of the votes cast on the arrangement by such Unitholders, excluding the Manager and its affiliates and related parties, will vote together as a single class, in each case as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The Arrangement Agreement contains customary non-solicitation covenants on the part of the REIT, subject to customary “fiduciary out” provisions. A termination fee of approximately US$31 million would be payable by the REIT to the Purchaser in certain circumstances, including in the context of a superior proposal supported by the REIT. The REIT would also be entitled to a reverse termination fee payable by the Purchaser of approximately US$63 million if the Transaction is not completed in certain circumstances.

The Purchaser has provided evidence of fully committed financing, including debt commitment letters and equity commitment letters.

If the Transaction closes after January 20, 2027, Unitholders will also receive additional cash consideration of US$0.002482 per Unit for each day from and after such date until closing, which would increase the aggregate consideration payable to Unitholders by approximately US$150,000 per day.

Following completion of the Transaction, the REIT will become a privately held entity, the Units will no longer be listed on the Toronto Stock Exchange (the “TSX”) and the REIT will cease to be a reporting issuer under Canadian securities laws.

No distributions will be declared or paid by the REIT for October 2026 through the closing of the Transaction.

Acquisition of NA Essential’s Joint Venture Interests

Effective as of the closing of the Transaction, pursuant to a purchase agreement entered into by Purchaser and Slate North American Essential Real Estate REIT, Inc. (“NA Essential”), the Purchaser will acquire the interest of NA Essential in the joint ventures between the REIT and NA Essential, for an aggregate purchase price of approximately US$187.5 million (subject to a corresponding adjustment if the transaction closes after January 20, 2027).

Termination of Management Agreement

The REIT is externally managed by the Manager pursuant to the Third Amended and Restated Management Agreement dated October 1, 2021 (the “Management Agreement”). The Transaction is conditioned upon the termination of the Management Agreement, which termination shall become effective upon closing. The Manager has agreed to the termination of the Management Agreement at closing in exchange for a fixed payment of US$50 million (the “Termination Payment”), which is inclusive of all severance, reimbursement, termination costs, change of control payments and other amounts that may otherwise be payable in connection with the termination of the Management Agreement. The Termination Payment has been approved by the independent trustees of the REIT.

Additional Information and Unitholder Meeting

Additional information regarding the Transaction will be included in an information circular that the REIT will prepare, file and mail to Unitholders in advance of the special meeting to be held to consider and approve the Transaction. Copies of the Arrangement Agreement and the information circular will be available under the REIT’s profile on SEDAR+ at www.sedarplus.ca.

Advisors

Evercore Group L.L.C. is acting as exclusive financial advisor to the Special Committee. CIBC World Markets Inc. has been retained as financial advisor to the Special Committee to provide an independent fairness opinion to the Special Committee and the Board. Fasken Martineau DuMoulin LLP and Sidley Austin LLP are acting as independent legal counsel to the Special Committee. Raider Hill Advisors, L.L.C. is acting as exclusive special real estate advisor to the Special Committee. Hogan Lovells Cadwalader US LLP is acting as legal counsel to Brixmor, Simpson Thacher & Bartlett LLP is acting as legal counsel to Everview, and Davies Ward Phillips & Vineberg LLP is acting as Canadian counsel for Brixmor and Everview. RBC Capital Markets is acting as lead financial advisor and Wells Fargo Securities is acting as a financial advisor to Brixmor and the Purchaser. Cushman & Wakefield is acting as real estate advisor to Brixmor. McCarthy Tétrault LLP is acting as legal counsel to the Manager and NA Essential.

About Slate Grocery REIT (TSX: SGR.U / SGR.UN)

Slate Grocery REIT is an owner and operator of U.S. grocery-anchored real estate. The REIT owns and operates critical real estate infrastructure across major U.S. metro markets that communities rely upon for their everyday needs. The REIT’s resilient grocery-anchored portfolio and strong credit tenants are expected to provide Unitholders with durable cash flows and the potential for capital appreciation over the longer term. Visit slategroceryreit.com to learn more about the REIT.

About Brixmor

Brixmor (NYSE: BRX) owns and operates a high-quality, national portfolio of open-air shopping centers. Brixmor’s 346 retail centers comprise approximately 63 million square feet of prime retail space in established trade areas. Brixmor’s properties reflect its vision “to be the center of the communities we serve” and are home to a diverse mix of thriving national, regional and local retailers. Brixmor is a valued partner to a broad range of retailers, including The TJX Companies, The Kroger Co., Publix Super Markets and Ross Stores.

About Everview

Everview Partners, L.P. is a private investment management firm founded in 2024 on the belief that applying both private equity and credit expertise to real asset investments could yield enduring performance across market cycles. Everview invests across the capital structure in real asset companies and properties and seeks to partner with talented business leaders to drive sustainable growth and profitability. For more information, please visit www.everviewcap.com.

About Slate Asset Management

Slate Asset Management is a global investor and manager focused on essential real estate and infrastructure assets. Slate Asset Management focuses on fundamentals with the objective of creating long-term value for its investors and partners across the real assets space. Slate Asset Management is supported by exceptional people and flexible capital, which enable it to originate and execute on a wide range of compelling investment opportunities. Visit slateam.com to learn more.

Forward-Looking Statements

Certain information herein constitutes “forward-looking information” as defined under Canadian securities laws which reflect management’s expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the REIT. The words “plans”, “expects”, “does not expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes”, or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved”, or “continue” and similar expressions identify forward-looking statements. Particularly, statements regarding the proposed Transaction, including the proposed timing and various steps contemplated in respect of the Transaction and statements regarding the plans, objectives and intentions of the REIT and the Purchaser are forward-looking information. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond the REIT’s control, that could cause actual results to differ materially from those disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under “Risk Factors” in the REIT’s annual information form dated February 10, 2026 for the year ended December 31, 2025, which is available under the REIT’s issuer profile on SEDAR+. As they relate specifically to the Transaction, these risks and uncertainties include, among others: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing currently contemplated or at all; the failure to obtain the required Unitholder and court approvals; risks related to tax matters; adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks related to retention and attraction of key personnel during the interim period; the possibility of litigation relating to the Transaction; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Transaction; and other risks inherent to the REIT’s business or beyond its control.

Unless otherwise required by applicable securities laws, the REIT expressly disclaims any intention, and assumes no obligation, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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