Plymouth Industrial REIT Says On Jan 9, Redimere Advisors Filed Complaint Against Company; Files Emergency Motion To Temporarily Enjoin Co; Redimere Complaint Alleges That Co Is In Breach Of Some Engagement Letter, Dated Nov 28, 2022, Between Co &...

Plymouth Industrial REIT, Inc. 0.00%

Plymouth Industrial REIT, Inc.

PLYM

21.98

0.00%

As previously disclosed, on October 24, 2025, Plymouth Industrial REIT, Inc. (the "Company") entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the "Merger Agreement") with Plymouth Industrial OP, LP, a Delaware limited partnership (the "Operating Partnership"), PIR Ventures LP, a Delaware limited partnership ("Parent"), PIR Industrial REIT LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent ("REIT Merger Sub"), and PIR Industrial OP LLC, a Delaware limited liability company and a wholly-owned subsidiary of REIT Merger Sub ("OP Merger Sub"). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein and in accordance with Maryland General Corporation Law, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Limited Partnership Act, as applicable, (i) that the Company will be merged with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly owned subsidiary of Parent (the "REIT Merger") and (ii) that, immediately prior to the consummation of the REIT Merger, the Operating Partnership will be merged with and into OP Merger Sub, with OP Merger Sub surviving as a wholly owned subsidiary of REIT Merger Sub (the "Partnership Merger" and, together with the REIT Merger, the "Mergers"). On December 8, 2025, the Company filed with the Securities and Exchange Commission (the "SEC") a preliminary proxy statement (the "Preliminary Proxy Statement"), and on December 18, 2025, the Company filed with the SEC a definitive proxy statement (the "Definitive Proxy Statement"), in each case with respect to the special meeting of the Company's stockholders in connection with the Mergers scheduled to be held virtually on January 22, 2026 at 10:00 a.m. Eastern Time (the "Special Meeting"). The Definitive Proxy Statement was subsequently supplemented by the Current Report on Form 8-K filed with the SEC on January 12, 2026.

On January 9, 2026, in connection with the Mergers, Redimere Advisors LLC ("Redimere"), filed a complaint in the Superior Court of the Commonwealth of Massachusetts against the Company, and named Parent, REIT Merger Sub, OP Merger Sub, and the Parent's sponsors as reach-and-apply-defendants (the "Complaint"). The Complaint alleges, among other things, that the Company is in breach of that certain engagement letter, dated November 28, 2022, by and between the Company and Redimere. In connection therewith, also on January 9, 2026, Redimere filed in the Superior Court of the Commonwealth of Massachusetts an emergency motion seeking, among other things, to temporarily enjoin the Company from selling, alienating, assigning, pledging, encumbering, or otherwise transferring its interest in the Merger Agreement (but not consummation of the transactions contemplated by the Merger Agreement); temporarily enjoin the reach-and-apply defendants from paying or providing $60 million otherwise due under the Merger Agreement to the Company or its stockholders; and require the reach-and-apply defendants to direct those funds to a third‑party independent trustee until the conclusion of any litigation in connection with the Complaint (the "Motion"). Redimere also requested a hearing on the Motion (the "Hearing Request"). On January 12, 2026, the Superior Court of the Commonwealth of Massachusetts granted the Hearing Request. The hearing is scheduled for January 20, 2026. On January 13, 2026, Redimere specifically represented to the Court that it is not seeking to enjoin the transactions contemplated by the Merger Agreement. The Company believes the claims made in the Complaint and the Motion are without merit and intends to vigorously defend against them.