Monmouth shareholders should not take any action at this time
HOLMDEL, NJ Jul 12, 2021 (GLOBE NEWS) – Monmouth Real Estate Investment Corporation (NYSE: MNR), or Monmouth, announced today that it has received an unsolicited offer from a large private equity firm, primarily focused on global real estate, that participated in the Strategic Alternatives Review process conducted by the Monmouth Board of Directors earlier. … this year and made an offer to acquire Monmouth as part of this process. Under the terms of its new offering, the investment company is offering to acquire 100% of the outstanding capital of Monmouth for a net cash consideration of approximately $ 18.70 per share of Monmouth Common Stock, reflecting the stated purchase price per share of $ 19.51 per share. , reduced. through (i) a termination fee paid by Monmouth to Equity Commonwealth or EQC of approximately $ 62.2 million or $ 0.63 per share if Monmouth terminates the merger it previously entered into with EQC, in accordance with with its terms to accept the new offer and (ii) a dividend of $ 0.18 per share on Monmouth common stock, previously announced by the Monmouth board of directors on July 1, 2021, and payable approximately September 15, 2021. On July 12, 2021, Monmouth common shares closed at $ 19 per share.
The new unsolicited offer was accompanied by formalized letters of commitment from a global commercial bank regarding the proposed debt financing of the investment firm and the shareholder bridge, as well as the proposed form of the merger agreement. The new proposal states that the investment company has obtained all necessary internal approvals and completed due diligence.
On May 4, 2021, Monmouth announced it had entered into a definitive merger agreement with EQC, under which EQC agreed to acquire Monmouth in an approximately $ 3.4 billion share deal, including a debt acceptance. It is assumed that the capitalization of the combined company on the securities market will be approximately US $ 5.5 billion.
In accordance with its fiduciary responsibilities and in consultation with its financial and legal advisers, Monmouth’s Board of Directors is evaluating a new unsolicited proposal and has not determined what action to take in response to this proposal. Monmouth’s Board of Directors intends to respond to this proposal in due course and remains committed to acting in the best interests of the Company and its shareholders.
JP Morgan Securities LLC and CS Capital Advisors, LLC act as financial advisors and Stroock & Stroock & Lavan LLP act as legal advisor to Monmouth.
Founded in 1968, Monmouth Real Estate Investment Corporation is one of the oldest public REIT funds in the world. The company specializes in leasing industrial facilities with an individual tenant on a long-term lease basis, primarily to investment grade tenants. Monmouth Real Estate Investment Corporation is a fully integrated and self-managed real estate company with a portfolio of 120 rental properties totaling approximately 24.5 million square feet, geographically diversified across 31 states. The occupancy rate of the company as of this date is 99.7%.
Some of the statements contained in this press release constitute forward-looking statements within the meaning of federal securities laws, including but not limited to statements regarding the merger with EQC. Any forward-looking statements contained in this press release must be made in accordance with the safe harbor provisions of Section 21E of the Stock Exchange Act 1934, as amended. Forward-looking statements refer to expectations, beliefs, projections, plans and strategies for the future, expected events or trends, and similar statements regarding matters that are not historical facts. In some cases, you may identify forward-looking statements using forward-looking terminology such as may, will, should, expects, intends, plans, expects, believes. , ”“ Evaluates ”,“ predicts ”,“ potential ”or denies these words and phrases or similar words or phrases that are predictions or indicate future events or trends and that do not relate exclusively to historical issues. You can also define forward-looking statements by discussing strategy, plans, or intentions. Any forward-looking statements contained in this press release reflect Monmouth’s current views of future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that could cause actual results to differ materially from those that expressed in any forward-looking statement. … For further discussion of other factors that could cause Monmouth’s future results to differ materially from any forward-looking statements, see the Risk Factors Section in Monmouth’s most recent Form 10-K Annual Report and its Quarterly Form 10 reports. -Q. While forward-looking statements reflect the good faith of Monmouth, they are not guarantees of future results. Monmouth disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes.
Participants in the petition
Monmouth and some of its directors, executive officers and other employees may be deemed to have requested proxies from Monmouth shareholders in connection with the proposed merger with EQC in accordance with SEC rules. Investors can obtain information on the names, affiliations and interests of Monmouth directors and executives in the Monmouth Annual Report Form 10-K for the Monmouth fiscal year ended September 30, 2020, which was filed with the SEC on November 23, 2020, as well as in other Monmouth documents to the SEC. Other information about the proxy requestors and a description of their direct and indirect interests, whether in securities or otherwise, will be contained in the proxy / prospectus and other relevant proxy materials filed with the SEC in relation to the proposed merger.
No suggestions or motions
This communication is not intended and should not constitute an offer to buy or sell, or a solicitation to offer to buy or sell any securities, or a solicitation for voting or approval, nor is it permitted to sell securities in any jurisdiction in such an offer. a solicitation or sale will be unlawful until registered or qualified under the securities laws of any such jurisdiction. Placement of securities is not permitted except through a prospectus complying with the requirements of Section 10 of the United States Securities Act of 1933, as amended.
Additional information and where to find it
In connection with the proposed merger with EQC, Monmouth intends to file a Fiduciary Application / Prospectus with the US Securities and Exchange Commission (“SEC”) to be sent to the common shareholders of Monmouth for their approval of the proposed merger and EQC common shareholders will seek their approval for the issue EQC common shares in connection with the merger. Monmouth and EQC may also file other documents regarding the proposed merger with the SEC. This press release is not intended to replace such documentation or any other document that Monmouth and / or EQC may file with the SEC in connection with the proposed merger. Before the adoption of any vote or investment decision, investors and security holders CALLED TO READ definite statement / VISTA, when it becomes, AND ANY OTHER RELEVANT DOCUMENTS, ADDITIONAL DOCUMENTS OR ADDITIONAL TERMS CAREFULLY AND CONSEQUENTLY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MONMOUTH, EQC AND THE PROPOSED MERGER. Investors and securities holders will be able to obtain free copies of the proxy statement / prospectus and other documents filed with the SEC by Monmouth, when available, through the SEC maintained website at: www.sec.gov… In addition, investors and securities holders will be able to obtain free copies of the statement / prospectus and other documents filed with the SEC on the Monmouth website at: www.mreic…Reit
Andrew Siegel / Amy Feng / Kara Brickman