HOLMDEL, NJ, Aug 19, 2021 (GLOBAL) – Monmouth Real Estate Investment Corporation (NYSE: MNR), or Monmouth, today confirmed that it has received an amended and unsolicited offer from Starwood Capital Group (“Starwood”) about the purchase. …
Under the terms of Starwood’s revised offer, its subsidiary Starwood Real Estate Income Trust, Inc. will acquire 100% of Monmouth’s outstanding capital for a net cash consideration of approximately $ 19.20 per share of Monmouth common stock. This reflects the stated purchase price per share of $ 19.93 per share, less a termination fee that would have to be paid by Monmouth Equity Commonwealth (NYSE: EQC) or EQC, of approximately $ 72 million or $ 0.73 per share, if Monmouth ceases to have amended the merger agreement previously entered into with EQC in accordance with its terms to accept Starwood’s new offer.
On August 16, 2021, Monmouth and EQC announced that they had entered into an amendment to a previously announced final merger agreement whereby EQC agreed to acquire Monmouth at $ 19 per share, based on EQC’s closing price of $ 26.65 per share. promotion on August 13th. , 2021, combined cash and stock in the election of Monmouth shareholders. The EQC deal is valued at approximately $ 3.4 billion, including a $ 857 million mortgage takeover, a $ 550 million redemption of redeemable Monmouth 6.125% Series C preferred shares, and an outstanding Monmouth line and term loan.
In accordance with its fiduciary responsibilities and in consultation with its financial and legal advisors, Monmouth’s Board of Directors is evaluating Starwood’s revised unsolicited proposal and has not yet determined how to respond. 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 121 rental properties totaling approximately 24.7 million square feet, geographically diversified across 32 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. , ”“ Estimates ”,“ predictions ”,“ potential ”or negative of these words and phrases or similar words or phrases that are predictions or indicate future events or trends and which 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 chief executive officers in the Monmouth Annual Report Form 10-K for Monmouth’s fiscal year ended September 30, 2020, which was filed with the SEC on November 23, 2020, as well as other Monmouth documents to the Securities and Exchange Commission. Other information about the proxy requestors and a description of their direct and indirect interests, whether held by the securities or otherwise, is 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 of Monmouth and EQC, EQC has filed an S-4 filing application with the SEC, which came into effect on 23 July 2021, to register EQC ordinary shares with beneficial interest to be issued pursuant to the Merger. The registration application includes a joint proxy / prospectus statement that has been filed by EQC and Monmouth with the SEC and sent out to the common shareholders of EQC requesting their approval for the issue of shares and to the common shareholders of Monmouth requesting their approval of the issue of shares. merger (“joint power of attorney / prospectus”). EQC and Monmouth have also filed with the Securities and Exchange Commission and sent their respective common shareholders an amendment to the joint proxy statement / prospectus describing the amended terms of the merger. EQC and Monmouth may also file other documents regarding the proposed merger and share issue with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, MONMOUT SHAREHOLDERS ARE CALLED TO CAREFULLY READ ALL REGISTRATION STATEMENT AND JOINT STATEMENT / DRAFT AND ADDITIONAL ADDITIONAL ADDITIONAL ADDITION TO LIST THE DOCUMENTS CAREFULLY AND IN FULL BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MONMOUTH, EQC AND THE PROPOSED MERGER. Shareholders will be able to obtain free copies of the registration application and joint statement / prospectus and other documents filed with the SEC through the SEC maintained website at www.sec.gov. Copies of documents filed with the SEC will also be available free of charge in Monmouth on Monmouth’s website at www.mreic.reit.
Andrew Siegel / Amy Feng / Kara Brickman