INDUS Realty Trust, Inc. (Nasdaq: INDT) (“INDUS” or the
“Company”), a U.S. based industrial/logistics REIT, announced
that it has filed its preliminary proxy statement with the U.S.
Securities and Exchange Commission in connection with the
previously announced definitive merger agreement under which
affiliates of Centerbridge Partners, L.P. (“Centerbridge”), a
global private investment firm with deep experience in real estate,
and GIC, a global institutional investor, have agreed to acquire
all of the outstanding shares of the Company in an all-cash
transaction valued at approximately $868 million. In addition,
Centerbridge has informed INDUS that, in connection with signing of
the definitive merger agreement, a wholly owned subsidiary of the
Abu Dhabi Investment Authority (“ADIA”) has agreed to become a
strategic investor alongside Centerbridge in the ownership of INDUS
post-closing.
The preliminary proxy statement contains important information
including the background of, and reasons for, the proposed
transaction.
Michael Gamzon, President and CEO of INDUS, commented, “We are
pleased to have filed the preliminary proxy and continue on our
path to closing the merger. As we stated previously, this
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.”
Adam Gallistel, Head of Americas Real Estate, GIC, said, “GIC
sees strong, long-term stability in the industrial sector,
particularly in light of increased inventory amounts, the
on-shoring of supply chains and continued e-commerce adoption. As a
high-quality industrial portfolio, INDUS represents another strong
acquisition for GIC’s growing portfolio of investments in the U.S.
industrial sector. We look forward to supporting the business
alongside our like-minded partner, Centerbridge.”
Commenting on the announced acquisition, Billy Rahm, Global Head
of Real Estate at Centerbridge said, “We are excited to partner
with ADIA and GIC. We remain confident in the long-term, secular
thesis supporting investment in industrial real estate. The INDUS
portfolio represents a compelling example of that thesis.”
Mohamed Al Qubaisi, Executive Director of the Real Estate
Department at ADIA, said, “The logistics sector is an essential
part of the supply chain and plays a vital role in the global
economy. As onshoring gains momentum in the U.S. economy, firms are
resizing their distribution and manufacturing needs with increased
inventory capacity. We are excited to partner with Centerbridge in
its investment in this high-quality portfolio and take advantage of
market opportunities within the evolving U.S. industrial
space.”
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.
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, Private Credit and Real Estate — in an effort to
develop the most attractive opportunities for its investors. The
firm was founded in 2005 and as of January 31, 2023 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.
About ADIA
Established in 1976, the Abu Dhabi Investment Authority (ADIA)
is a globally-diversified investment institution that prudently
invests funds on behalf of the Government of Abu Dhabi through a
strategy focused on long-term value creation. For more information:
https://www.adia.ae.
Additional Information and Where to Find It
In connection with the proposed transaction, on March 31, 2023,
the Company filed with the U.S. Securities and Exchange Commission
(“SEC”) a preliminary 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 DEFINITIVE 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, 2022, filed
with the SEC on March 6, 2023, as updated by the Company’s
subsequent periodic reports filed with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230330005800/en/
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
For Media: Tom Johnson / Jeremy Jacobs H/Advisors Abernathy
(212) 371-5999 / (202) 774-5600 tom.johnson@h-advisors.global /
jeremy.jacobs@h-advisors.global
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
For ADIA: Euart Glendinning Corporate Communications &
Public Affairs +971 2 415 3309 euart.glendinning@adia.ae
INDUS Realty (NASDAQ:INDT)
Historical Stock Chart
From Jun 2024 to Jul 2024
INDUS Realty (NASDAQ:INDT)
Historical Stock Chart
From Jul 2023 to Jul 2024