INDUS Stockholders to Receive $67.00 Per Share
in Cash
Transaction Represents 17% Premium to INDUS’
Unaffected Stock Price on November 25, 2022
INDUS Realty Trust, Inc. (Nasdaq: INDT) (“INDUS” or the
“Company”), a U.S. based industrial/logistics REIT, today announced
it has entered into a definitive merger agreement under which
affiliates of Centerbridge Partners, L.P. (“Centerbridge”), a
leading global private investment firm with deep experience in real
estate, and GIC Real Estate, Inc. (“GIC”), a global institutional
investor, will acquire all of the outstanding shares of the Company
in an all-cash transaction valued at approximately $868 million.
The transaction was unanimously approved by the participating
members of INDUS’ Board of Directors.
Under the terms of the merger agreement, upon the closing of the
transaction, INDUS stockholders will receive $67.00 per share in
cash, subject to certain adjustments as set forth therein. The
transaction represents a premium of 17% to the Company’s unaffected
stock price on November 25, 2022, the date of Centerbridge’s
initial public announcement that it intended to make a takeover
offer with GIC to acquire INDUS, and a 26% premium to INDUS’
unaffected 30-day volume-weighted average stock price ending
November 25, 2022.
“After conducting an extensive process to explore the Company’s
strategic alternatives, we are pleased to have reached an agreement
with Centerbridge and GIC. The transaction delivers immediate and
significant value to our stockholders, and we believe it validates
the quality of the platform and portfolio we have built over INDUS’
long history,” said Michael Gamzon, INDUS’ President and Chief
Executive Officer. “I would like to extend my thanks to the entire
Board and management team for their hard work during this process,
and for their unwavering commitment to act in the best interests of
our stockholders.”
Dividend Information
Under the terms of the merger agreement, INDUS will be allowed
to declare and pay its regular first quarter and second quarter
2023 cash dividends in the ordinary course, subject to certain
limitations as set forth therein. Thereafter, INDUS has agreed to
suspend payment of any further regular quarterly dividends until
the earlier of the closing or the termination of the merger
agreement. The merger consideration will be increased by an amount
per share, if any, equal to the sum of (1) the amount per share of
the most recently declared regular quarterly cash dividend during
the first two quarters of 2023 for which the record date has not
passed prior to the close of the transaction, plus (2) the cash
amount per share equal to (x) the amount per share of such most
recently declared regular quarterly cash dividend prior to the day
prior to the closing date, multiplied by (y) the number of days
between the end of the quarterly period for which such most
recently declared regular quarterly cash dividend was declared and
the day prior to the closing date, divided by (z) 90, rounded to
the nearest whole cent, without duplication for any period.
Additional Transaction Details
This agreement was reached after a comprehensive review of all
strategic options to maximize INDUS’ stockholder value. The review
was conducted with the support of the Company’s independent
advisors.
The transaction is expected to close in the summer of 2023 and
is subject to customary closing conditions including approval by a
majority of the shares of INDUS common stock outstanding and
certain regulatory approvals as set forth in the merger agreement.
Michael Gamzon, President, Chief Executive Officer and Director of
INDUS, and Frederick M. Danziger, Director of INDUS, and their
spouses have signed separate voting agreements under which they
agreed to vote certain shares of INDUS common stock controlled by
each of them in support of the proposed transaction, representing,
in the aggregate, approximately 6.7% percent of the current
outstanding voting power of INDUS common stock. In addition,
certain affiliates of Conversant Capital LLC have signed a separate
voting agreement under which they agree to vote the shares of INDUS
common stock beneficially owned by them in support of the proposed
transaction representing, in the aggregate, approximately 10.3% of
the current outstanding voting power of INDUS common stock. The
closing of the transaction is not contingent on the receipt of
financing by Centerbridge and GIC.
INDUS will issue its financial results for the quarter and full
year ending December 31, 2022, in early March, but due to the
pending acquisition the Company will not hold a conference call or
webcast to discuss these results.
Subject to and upon completion of the transaction, INDUS’ common
stock will no longer be listed on Nasdaq and INDUS will become a
privately held company.
Morgan Stanley & Co. LLC is serving as exclusive financial
advisor to INDUS and Latham & Watkins LLP is serving as legal
counsel.
BofA Securities Inc. and J.P. Morgan Securities LLC are serving
as financial advisors to Centerbridge and GIC. Simpson Thacher
& Bartlett LLP is serving as legal counsel to Centerbridge and
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel to GIC.
About INDUS
INDUS is a real estate business principally engaged in
developing, acquiring, managing, and leasing industrial/logistics
properties. INDUS owns 42 industrial/logistics buildings
aggregating approximately 6.1 million square feet in Connecticut,
Pennsylvania, North Carolina, South Carolina, and Florida.
About Centerbridge
Centerbridge Partners, L.P. is a private investment management
firm employing a flexible approach across investment
disciplines—Private Equity, Credit and Real Estate—in an effort to
develop the most attractive opportunities for our investors. The
Firm was founded in 2005 and as of December 31, 2022 has
approximately $36 billion in capital under management with offices
in New York and London. Centerbridge is dedicated to partnering
with world‐class management teams across targeted industry sectors
and geographies. For more information, please visit
www.centerbridge.com.
About GIC
GIC is a leading global investment firm established in 1981 to
secure Singapore's financial future. As the manager of Singapore's
foreign reserves, GIC takes a long‐term, disciplined approach to
investing, and is uniquely positioned across a wide range of asset
classes and active strategies globally. These include equities,
fixed income, real estate, private equity, venture capital, and
infrastructure. The firm's long‐ term approach, multi‐asset
capabilities, and global connectivity enable them to be an investor
of choice. GIC seeks to add meaningful value to its investments.
Headquartered in Singapore, GIC has a global talent force of over
1,900 people in 11 key financial cities and has investments in over
40 countries. Further information is available at
https://www.gic.com.sg.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will
file with the Securities and Exchange Commission (“SEC”) a proxy
statement on Schedule 14A. Promptly after filing its definitive
proxy statement with the SEC, the Company will mail the definitive
proxy statement and a proxy card to each stockholder entitled to
vote at the special meeting relating to the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION
THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The definitive proxy statement, the preliminary proxy
statement and any other documents filed by the Company with the SEC
(when available) may be obtained free of charge at the SEC’s
website at www.sec.gov or by accessing the Investor Relations
section of the Company’s website at https://www.indusrt.com.
Participants in the Solicitation
The Company and its directors and certain of its executive
officers may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders with respect to the
proposed transaction. Information about the Company’s directors and
executive officers and their ownership of the Company’s securities
is set forth in the Company’s proxy statement on Schedule 14A for
its 2022 annual meeting of stockholders, filed with the SEC on
April 27, 2022, and subsequent documents filed with the SEC.
Additional information regarding the identity of participants in
the solicitation of proxies, and a description of their direct or
indirect interests in the proposed transaction, by security
holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with the
proposed transaction when they become available.
Cautionary Statement Regarding Forward Looking
Statements
Some of the statements contained in this release constitute
forward-looking statements within the meaning of the federal
securities laws. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that
are not historical facts. In some cases, you can identify
forward-looking statements by the use of forward-looking
terminology such as “may,” “will,” “should,” “expects,” “intends,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” or
“potential” or the negative of these words and phrases or similar
words or phrases which are predictions of or indicate future events
or trends and which do not relate solely to historical matters. You
can also identify forward-looking statements by discussions of
strategy, plans or intentions.
The forward-looking statements contained in this release reflect
the Company’s current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions and
changes in circumstances, many of which are beyond the control of
the Company, that may cause actual results and future events to
differ significantly from those expressed in any forward-looking
statement, which risks and uncertainties include, but are not
limited to: the ability to complete the proposed transaction on the
proposed terms or on the anticipated timeline, or at all, including
risks and uncertainties related to securing the necessary
stockholder approval and satisfaction of other closing conditions
to consummate the proposed transaction; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement relating to the proposed
transaction; risks that the proposed transaction disrupts the
Company’s current plans and operations or diverts the attention of
the Company’s management or employees from ongoing business
operations; the risk of potential difficulties with the Company’s
ability to retain and hire key personnel and maintain relationships
with customers and other third parties as a result of the proposed
transaction; the failure to realize the expected benefits of the
proposed transaction; the risk that the proposed transaction may
involve unexpected costs and/or unknown or inestimable liabilities;
the risk that the Company’s business may suffer as a result of
uncertainty surrounding the proposed transaction; the risk that
stockholder litigation in connection with the proposed transaction
may affect the timing or occurrence of the proposed transaction or
result in significant costs of defense, indemnification and
liability; effects relating to the announcement of the transaction
or any further announcements or the consummation of the transaction
on the market price of the Company’s common stock.
While forward-looking statements reflect the Company’s good
faith beliefs, they are not guarantees of future performance or
events. Any forward-looking statement speaks only as of the date on
which it was made. The Company disclaims any obligation to publicly
update or revise any forward-looking statement to reflect changes
in underlying assumptions or factors, of new information, data or
methods, future events or other changes. For a further discussion
of these and other factors that could cause the Company’s future
results to differ materially from any forward-looking statements,
see the section entitled “Risk Factors” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2021, filed
with the SEC on March 11, 2022, as updated by the Company’s
subsequent periodic reports filed with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20230222005559/en/
For INDUS:
Investors Ashley Pizzo Vice President, Capital Markets
& Investor Relations (212) 218-7914 apizzo@indusrt.com
Jon Clark Executive Vice President, Chief Financial Officer
(860) 286-2419 jclark@indusrt.com
Media Tom Johnson / Jeremy Jacobs H/Advisors Abernathy
tom.johnson@h-advisors.global / jeremy.jacobs@h-advisors.global
212.371.5999 / 202.774.5600
For Centerbridge:
Centerbridge Investor Relations (212) 672-5088
IR@Centerbridge.com
For GIC:
Katy Conrad Vice President, Communications & Corporate
Affairs (212) 856-2407 katyconrad@gic.com.sg
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