Hallwood Realty Partners, L.P. Announces Merger Agreement
April 16 2004 - 9:55AM
PR Newswire (US)
Hallwood Realty Partners, L.P. Announces Merger Agreement DALLAS,
April 16 /PRNewswire-FirstCall/ -- Hallwood Realty Partners, L.P.
(the "Partnership") today announced that it and certain of its
affiliates have entered into an Agreement and Plan of Merger with
HRPT Properties Trust, pursuant to which the Partnership will merge
with a subsidiary of HRPT. As a result of the merger, the
Partnership will become a wholly-owned subsidiary of HRPT and will
no longer be a publicly traded limited partnership. In the merger,
each holder of limited partnership units of the Partnership will
receive an amount in cash equal to approximately $137.91 per unit
of limited partnership ("Unit"), subject to adjustment in certain
circumstances. Completion of the merger is subject to certain
conditions, including approval by the unitholders of the merger
agreement and the merger. The Hallwood Group Incorporated, the
indirect sole owner of Hallwood Realty, LLC, the general partner of
the Partnership (the "General Partner") and its real estate
subsidiaries have also entered into a purchase agreement, pursuant
to which HRPT will purchase the general partner interest in the
Partnership, the 330,432 Units indirectly owned by Hallwood Group,
and the interests in each of the other entities through which
Hallwood Group holds interests in the Partnership, for an aggregate
purchase price of approximately $66,800,000, subject to adjustment
corresponding to any adjustments in the price being paid for the
Units in the merger. In addition, Hallwood Group and the
Partnership have agreed that the agreements for the management of
the Partnership's properties by Hallwood Group will be terminated.
In the purchase agreement, Hallwood Group has also agreed to vote
all of the Units it owns in favor of the merger. The total cash
price HRPT is paying under the merger agreement and the purchase
agreement will be approximately $250,000,000, subject to the
adjustment referred to above. In addition, HRPT will assume or
prepay all of the Partnership's outstanding debt. Anthony J.
Gumbiner, Chairman of the General Partner, commented: "We are very
excited about this transaction. After careful deliberation, the
board of directors has unanimously concluded that the merger
provides the best opportunity for all of our partners to realize
the value of their interests in the Partnership." In connection
with the merger agreement, the Partnership amended its Unit
Purchase Rights Agreement to provide, among other things, that the
rights will not be triggered by the merger agreement or the
purchase agreement. The Partnership will file a preliminary proxy
statement with the SEC in connection with a special meeting of
unitholders to be held to approve the merger agreement and the
merger. After the SEC reviews the preliminary proxy statement, the
Partnership plans to mail a definitive proxy statement to its
unitholders. The proxy statement will contain important information
about the Partnership, HRPT, the merger and related matters.
Investors and unitholders are urged to read the proxy statement
carefully and in its entirety when it is available. The Partnership
anticipates that the special meeting will be held in mid-summer of
this year. Morgan Stanley & Co. Incorporated served as
exclusive financial advisor to the board of directors of Hallwood
Realty, LLC. Lehman Brothers Inc. served as exclusive financial
advisor to the audit committee of the board of directors of
Hallwood Realty, LLC. Additional Information HRPT and the
Partnership file annual, quarterly and special reports and other
information with the U.S. Securities and Exchange Commission. You
may read and copy any reports, statements and other information
filed by HRPT and the Partnership by visiting the SEC's website at
http://www.sec.gov/ or at the SEC public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549 or at the Commission's
other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 800-SEC-0330 for further
information on public reference rooms. These documents may also be
obtained for free from the Partnership. Information About the
Partnership and HRPT The Partnership is a publicly traded Delaware
limited partnership engaged in the acquisition, ownership and
operation of commercial real estate assets and owns 15 properties
in seven metropolitan areas. HRPT is a real estate investment
trust, or REIT, formed in 1986 under the laws of the State of
Maryland. Its primary business is the ownership and operation of
real estate, including office buildings and leased industrial land.
As of December 31, 2003, HRPT owned 238 properties for a total
investment of $3.9 billion at cost, and a depreciated book value of
$3.5 billion. Forward-Looking Information Certain statements in
this news release may constitute "forward-looking statements" which
are subject to known and unknown risks and uncertainties including,
among other things, certain economic conditions, competition,
development factors and operating costs that may cause the actual
results to differ materially from results implied by such
forward-looking statements. These risks and uncertainties are
described in greater detail in the Partnership's periodic filings
with the SEC. DATASOURCE: Hallwood Realty Partners, L.P. CONTACT:
investors, Bob Marese of MacKenzie Partners, Inc., +1-212-929-5405;
or media, Roy Winnick of Kekst and Company, +1-212-521-4842, both
for Hallwood Realty Partners, L.P. Web site:
http://www.hallwood.com/hrp http://www.sec.gov/
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