LXP Industrial Trust agrees to $61.20/share all-cash acquisition by Brookfield and CPP

On July 19, 2026, LXP Industrial Trust, a Maryland real estate investment trust (the “Company”), Leopard REIT LLC, a Delaware limited liability company (“Parent”), and Leopard Merger Sub LLC, a Maryland limited liability company and a wholly owned indirect subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger (the “Surviving Entity” and such merger, the “Merger”).

at the effective time of the Merger (the “Effective Time”), each common share of beneficial interest, par value $0.0001 per share, of the Company (the “Company Common Shares”) issued and outstanding as of immediately prior to the Effective Time (other than Excluded Shares (as defined below)) will be automatically cancelled and converted into the right to receive an amount in cash equal to $61.20 per share, without interest (the “Merger Consideration”).

During the period beginning on the date of the Merger Agreement and continuing until 11:59 p.m. (New York City time) on August 28, 2026 (the “No-Shop Period Start Date”, and such period, the “Go-Shop Period”), the Company has the right to (i) solicit, initiate or facilitate any inquiry or the making of any proposal which constitutes, or may reasonably be expected to result in, any Competing Proposal ... If the Merger Agreement is terminated by the Company prior to 11:59 p.m. (New York City time) on September 2, 2026, subject to extension in certain circumstances (the “Cut-Off Time”), in order to enter into a definitive agreement with respect to a Superior Proposal with an Excluded Party in accordance with the terms of the Merger Agreement, the termination fee payable by the Company to Parent will be an amount in cash equal to $54,122,768.

Pursuant to the terms of the Merger Agreement, the Company is not permitted to pay its regular quarterly dividends during the pendency of the Merger, except for dividends necessary for the Company and its subsidiaries to maintain their qualification as a real estate investment trust. Any such dividend described in the foregoing sentence would result in an offsetting decrease to the Merger Consideration, but no such dividend is currently anticipated.

unless the Company consents in writing to the selection of an alternative forum, (i) the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for (a) any Internal Corporate Claim as defined under the Maryland General Corporation Law, (b) any derivative action or proceeding brought in the right or on behalf of the Company, (c) any action asserting a claim of breach of any duty owed by any trustee, officer, other employee, or agent of the Company to the Company or its shareholders, (d) any action asserting a claim against the Company or any trustee, officer, other employee, or agent of the Company arising pursuant to any provision of the Maryland REIT Law, the Company’s Declaration of Trust or By-laws or (e) any action asserting a claim against the Company or any trustee, officer or other employee of the Company that is governed by the internal affairs doctrine, and (ii) the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

On July 20, 2026, the Company issued a press release announcing the execution of the Merger Agreement.

In connection with the proposed transaction, the Company intends to file with the SEC a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC (if and when it becomes available), the Company will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the proposed transaction.

risks associated with the Company’s ability to obtain the Shareholder Approval required to consummate the proposed Merger and the timing of the closing of the proposed Merger, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed Merger would not occur

Brookfield Asset Management (NYSE: BAM, TSX: BAM) (“Brookfield”), together with Canada Pension Plan Investment Board (“CPP Investments”), and LXP Industrial Trust (NYSE: LXP) (“LXP” or the “Company”), today announced that they have entered into a definitive merger agreement under which Brookfield and CPP Investments (collectively, “Buyer”) will acquire LXP in an all-cash transaction valued at approximately $5.2 billion, including net debt and preferred equity.

The definitive agreement includes a 40-day “go-shop” period expiring at 11:59 p.m. New York City time on August 28, 2026, during which time LXP, with the assistance of its advisors, may actively solicit and consider alternative acquisition proposals and engage in discussions with third parties. Subject to the terms and conditions of the definitive agreement, including notice and negotiation rights in favor of Buyer, LXP may terminate the transaction and the definitive agreement to enter into a transaction that constitutes a superior proposal, subject to the payment of a termination fee.

Under the terms of the definitive merger agreement, LXP has agreed to suspend payment of common share dividends until the earlier of the closing of the transaction or the termination of the definitive agreement.

LXP owns one of the largest portfolios of modern warehouse and logistics facilities in the United States, comprising approximately 53 million square feet across 108 properties in attractive industrial markets in the Sunbelt and Midwest.