INDUS Realty Trust, Inc. (Nasdaq: INDT) (“INDUS” or the
“Company”), a U.S. based industrial/logistics REIT, announced
that at a special meeting of stockholders held on May 17, 2023,
stockholders voted to approve the previously announced proposed
merger, whereby affiliates of Centerbridge Partners, L.P. and GIC
will acquire all outstanding shares of INDUS’ common stock (the
“Merger”).
At the special meeting, a total of 8,817,234 shares of common
stock of the Company (“Company Common Stock”), representing
approximately 86.47% of the outstanding shares of Company Common
Stock entitled to vote, were present in person or represented by
proxy. Holders of 8,809,681 shares, or 99.91% of the votes cast at
the meeting, voted in favor of the Merger.
Subject to the terms and conditions set forth in the Agreement
and Plan of Merger, dated as of February 22, 2023, by and among the
Company, IR Parent, LLC and IR Merger Sub II, Inc. (the “Merger
Agreement”), each share of INDUS’ common stock will be cancelled
and converted into the right to receive an amount in cash equal to
$67.00, without interest, subject to certain adjustments as set
forth in the Merger Agreement.
The Merger is expected to close in the early summer of 2023,
subject to certain closing conditions, including the receipt of
approval from the Committee on Foreign Investment in the United
States. INDUS can provide no assurances regarding whether the
Merger will close when expected, or at all.
A full description of the proposed Merger is included in the
proxy statement for the special meeting which 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://indusrt.com.
About INDUS
INDUS is a real estate business principally engaged in
developing, acquiring, managing and leasing industrial/logistics
properties. INDUS owns 43 industrial/logistics buildings totaling
6.4 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 March 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.
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 Merger on the
proposed terms or on the anticipated timeline, or at all, including
risks and uncertainties related to satisfaction of certain closing
conditions to consummate the Merger; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the Merger Agreement relating to the proposed
Merger; risks that the proposed Merger 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
Merger; the failure to realize the expected benefits of the
proposed Merger; the risk that the proposed Merger 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 Merger; the risk that
stockholder litigation in connection with the proposed Merger may
affect the timing or occurrence of the proposed Merger or result in
significant costs of defense, indemnification and liability;
effects relating to the announcement of the Merger or any further
announcements or the consummation of the proposed Merger 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230517005813/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
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