Item 7.01. Regulation FD Disclosure.
On July 15, 2021, Weingarten Realty Investors (the “Company”) issued a press release announcing that its Board of Trust Managers declared a special cash distribution of $0.69 per common share (the “Special Distribution”) payable on August 2, 2021 to shareholders of record on July 28, 2021. A copy of such press release is furnished as Exhibit 99.1 to this report.
The information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended.
Item 8.01. Other Events.
On July 15, 2021, the Board of Trust Managers of the Company declared the Special Dividend, which is payable on August 2, 2021 to shareholders of record on July 28, 2021. The Special Distribution is being paid in connection with the anticipated merger (the “Merger”) of the Company into Kimco Realty Corporation (“Kimco”) and to satisfy the REIT taxable income distribution requirements. Under the terms of the Agreement and Plan of Merger, dated as of April 15, 2021, between Kimco and the Company (the “Merger Agreement”), the Company’s payment of the Special Distribution adjusts the cash consideration to be paid by Kimco at the closing of the Merger from $2.89 per share to $2.20 per share, and does not affect the payment of the share consideration of 1.408 newly issued shares of common stock of Kimco for each common share of the Company owned immediately prior to the effective time of the Merger.
The Merger is expected to close on August 3, 2021, pending receipt of the necessary shareholder approvals and satisfaction or waiver of other closing conditions specified in the Merger Agreement. The Company and Kimco have each scheduled a special meeting of their shareholders for August 3, 2021 seeking their approval of Merger-related proposals. There can be no assurance that all closing conditions will be satisfied or waived by August 3, 2021, that the Merger will close on August 3, 2021, or that the Merger will be consummated.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following are furnished as exhibits to this report.
Forward Looking Statements
This communication contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Kimco and the Company intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with the safe harbor provisions. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may,” “projects,” “could,” “estimates” or variations of such words and other