Lamar Advertising REIT Company Files Form S-4
June 27 2014 - 4:52PM
Lamar Advertising Company (Nasdaq:LAMR) announces that Lamar
Advertising REIT Company, its newly formed wholly owned subsidiary,
filed a proxy statement/prospectus on Form S‑4 with the Securities
and Exchange Commission to effect Lamar's proposed conversion to a
real estate investment trust (REIT). As previously disclosed,
Lamar's conversion to REIT status is expected to be effective as of
January 1, 2014.
As part of the conversion, Lamar proposes to merge with and into
Lamar Advertising REIT Company. Lamar expects to hold a special
meeting of stockholders in the fourth quarter of 2014 for the
purpose of voting on that proposed merger.
About Lamar
Lamar is a leading outdoor advertising company currently
operating over 150 outdoor advertising companies in 44 states,
Canada and Puerto Rico, logo businesses in 23 states and the
province of Ontario, Canada and over 60 transit advertising
franchises in the United States, Canada and Puerto Rico.
Forward Looking Statements
This press release contains forward-looking statements,
including the statements regarding its expected conversion to a
real estate investment trust. These statements are subject to risks
and uncertainties that could cause actual results to differ
materially from those projected in these forward-looking
statements. These risks and uncertainties include, among others:
(1) that Lamar may fail to quality as a REIT effective for the
taxable year beginning January 1, 2014 or at all, and, if it does
quality as a REIT, it may be unable to maintain that qualification
(2) legislative, administrative, regulatory or other actions
affecting REITs, including positions taken by the IRS; (3) Lamar's
significant indebtedness; (4) the state of the economy and
financial markets generally and the effect of the broader economy
on the demand for advertising; (5) the continued popularity of
outdoor advertising as an advertising medium; (6) Lamar's need
for and ability to obtain additional funding for operations, debt
refinancing or acquisitions; (7) the regulation of the outdoor
advertising industry; (8) the integration of any acquired
companies and Lamar's ability to recognize cost savings or
operating efficiencies as a result of these acquisitions; and
(9) the market for Lamar's Class A common stock. For
additional information regarding factors that may cause actual
results to differ materially from those indicated in our
forward-looking statements, we refer you to the risk factors
included in Item 1A of our Annual Report on Form 10-K for the year
ended December 31, 2013. We caution investors not to place
undue reliance on the forward-looking statements contained in this
document. These statements speak only as of the date of this
document, and we undertake no obligation to update or revise the
statements, except as may be required by law.
Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. Lamar Advertising REIT Company has filed
with the Securities and Exchange Commission a registration
statement on Form S-4 containing a proxy statement of Lamar and a
prospectus of Lamar Advertising REIT Company with respect to the
proposed merger. The registration statement has not yet become
effective. Notice of a special meeting and a definitive proxy
statement/prospectus will be mailed to stockholders who hold shares
of capital stock of Lamar on the record date to be determined by
Lamar's board of directors. INVESTORS ARE URGED TO READ THE
FORM S‑4 AND PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND ANY OTHER INFORMATION ABOUT THE PROPOSED
MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. You will be able to obtain documents free of
charge at the website maintained by the SEC at www.sec.gov. In
addition, you may obtain documents filed with the SEC by Lamar free
of charge by contacting Secretary, 5321 Corporate Blvd., Baton
Rouge, LA 70808.
Lamar, its directors and executive officers and certain other
members of management and employees may be deemed to be
participants in the solicitation of proxies from Lamar's
stockholders in connection with the merger. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of proxies in
connection with the merger will be included in the Form S-4 and
proxy statement when they become available. Information about
the directors and executive officers of Lamar and their ownership
of Lamar stock is set forth in the proxy statement for Lamar's 2014
Annual Meeting of Stockholders. Investors may obtain
additional information regarding the interests of such participants
by reading the Form S-4 and proxy statement for the merger when
they become available.
Investors should read the Form S-4 and proxy statement carefully
before making any voting or investment decisions.
CONTACT: Buster Kantrow
Director of Investor Relations
(225) 926-1000
bkantrow@lamar.com
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