New Plan Stockholders Urged to Tender Shares as Soon as Possible
April 11 2007 - 4:40PM
Business Wire
Super MergerSub Inc. (�MergerSub�), an affiliate of Centro
Properties Group, urges New Plan stockholders who have not tendered
their shares of common stock to do so as soon as possible (pursuant
to MergerSub�s previously announced tender offer). Shares should be
tendered prior to 12:00 midnight, New York City time, on April 18,
2007, the expiration of the previously announced subsequent
offering period. Stockholders should consider the following points
(see below for further detail): Centro controls over 80% of New
Plan�s shares and a majority of its board; Centro controls the
necessary votes to approve the merger without the vote of any other
New Plan stockholder; If shares are not tendered before 12:00
midnight, New York City time, on April 18, 2007, stockholders will
have to wait until the merger becomes effective (which could take
30 to 60 days or even longer) to receive $33.15 per share, net to
the seller, in cash for per share; No further dividends will be
declared on shares of New Plan common stock; and, The New Plan
board unanimously recommended that all stockholders tender their
shares. Centro Controls Over 80% of New Plan�s Shares and a
Majority of its Board MergerSub currently owns over 80% of the
outstanding shares of New Plan common stock and has designated five
of the eight directors on New Plan�s board. Only the three
independent New Plan directors remain on the board; all other
directors resigned to allow Centro to appoint directors in
accordance with the merger agreement. If MergerSub does not
acquire, through the tender offer, at least one share more than
shares representing 90% of the votes entitled to be cast by the
holders of outstanding shares of New Plan common stock and Series D
preferred stock voting together as a class, and unless MergerSub
elects to further extend the offer or purchase additional shares of
common stock from New Plan to acquire the necessary voting power
pursuant to the top-up option under the merger agreement, MergerSub
will be required to seek approval of the merger by a vote of New
Plan stockholders held at a duly held meeting. In that case, before
the merger could occur, New Plan will be required to prepare, file
with the Securities and Exchange Commission and mail to
stockholders a proxy statement and call a meeting, a process that
often takes an additional 30 to 60 days or even longer. Centro
controls the necessary votes to approve the merger at that meeting
without the vote of any other New Plan stockholder. However, if
stockholders do not tender their shares of common stock before the
tender offer expires, they must wait until the merger becomes
effective before they will receive payment for their shares. No
Further Dividends will be Declared on Shares of New Plan Common
Stock Under the terms of the merger agreement, New Plan
stockholders will not receive any additional dividends from New
Plan other than regular quarterly dividend that was declared in
February and will be payable on April 16, 2007 to holders as of
record on March 27, 2007. The New Plan Board Unanimously
Recommended that all Stockholders Tender Their Shares This
recommendation was made in connection with the board unanimously
approving the merger agreement executed on February 27, 2007. For
more information, please contact the Information Agent for the
tender offer, Innisfree M&A Incorporated toll-free at (877)
750-5836 (Banks and Brokers may call collect at (212) 750-5833).
Certain Additional Information for New Plan Common Stockholders
This news release is for informational purposes only. It does not
constitute an offer to purchase shares of New Plan common stock or
a solicitation/recommendation statement under the rules and
regulations of the Securities and Exchange Commission (SEC). The
offer to purchase shares of New Plan common stock is being made
solely pursuant to the Offer to Purchase, dated March 8, 2007,
together with amendments and supplements thereto. MergerSub filed
with the SEC on March 8, 2007 a tender offer statement on Schedule
TO (including the Offer to Purchase, a letter of transmittal and
related tender offer documents), and also has filed amendments and
supplements thereto, and New Plan filed with the SEC on March 8,
2007 a solicitation/recommendation statement on Schedule 14D-9
dated March 8, 2007, and also has filed amendments and supplements
thereto. These documents contain important information, and New
Plan common stockholders are advised to carefully read these
documents before making any decisions with respect to the tender
offer. New Plan�s common stockholders may obtain these documents
for free at the SEC�s website at www.sec.gov or from Innisfree
M&A Incorporated, the Information Agent for the tender offer,
by calling (877) 750-5836. About Super Merger Sub Inc. and Centro
Properties Group (ASX:CNP) Super MergerSub Inc. is a company formed
by affiliates of Centro Properties Group. Centro Properties Group
specializes in the ownership, management and development of
shopping centers. Centro is Australia�s largest manager of retail
property investment syndicates with over 80% market share as well
as being a leading manager of direct property funds and wholesale
funds which invest in Centro�s quality retail properties in
Australasia and the United States. Centro has a market
capitalization of AUS$7.6 billion and funds under management of
AUS$15.6 billion. Centro continues to maximize returns to investors
through its customer focused and value adding team based approach.
Please visit www.centro.com.au. About New Plan Excel Realty Trust,
Inc. (NYSE:NXL) New Plan is one of the nation�s largest real estate
companies, focusing on the ownership, management and development of
community and neighborhood shopping centers. The Company operates
as a self-administered and self-managed REIT, with a national
portfolio of 467 properties, including 177 properties held through
joint ventures, and total assets of approximately $3.5 billion. The
properties are strategically located across 38 states and include
453 community and neighborhood shopping centers, primarily grocery
or name-brand discount chain anchored, with approximately 67.6
million square feet of GLA, and 14 related retail real estate
assets, with approximately 658,000 square feet of GLA. For
additional information, please visit www.newplan.com.
Forward-Looking Statements This release contains forward-looking
statements with respect to the completion of the transactions
described herein. This forward-looking information is based on
certain assumptions, including, among others, the tender of shares
by New Plan stockholders and the satisfaction of certain conditions
to the transactions. This forward-looking information may prove to
be inaccurate and actual results may differ from those presently
anticipated. Neither Centro nor MergerSub undertakes any obligation
to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
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