Griffin Industrial Realty, Inc. (Formerly Nasdaq:
GRIF) announced the following corporate updates concerning
its reincorporation as a Maryland corporation, the adoption of a
new name and trading symbol and the start of operations as a real
estate investment trust (“REIT”) on January 1, 2021.
“I am excited to announce the completion of a number of
strategic milestones as we start the new year,” said Michael
Gamzon, President & Chief Executive Officer. “We look forward
to operating as a REIT under our new corporate identity, INDUS
Realty Trust, Inc., and embarking on the next phase of our
growth.”
Completion of Maryland Reincorporation
On December 30, 2020, pursuant to an Agreement and Plan of
Merger (the “Merger Agreement”), by and among Griffin Industrial
Realty, Inc., a Delaware corporation (“Griffin DE” or the
“Predecessor Company”), Griffin Industrial Maryland, Inc., a
Maryland corporation and the Predecessor Company’s wholly-owned
subsidiary (“Griffin MD”), and Griffin Industrial Maryland, LLC, a
Maryland limited liability company and a wholly-owned subsidiary of
Griffin MD (“Griffin MD Sub”), the Predecessor Company merged with
and into Griffin MD Sub (the “Reincorporation Merger”), with
Griffin MD Sub surviving as the surviving entity and a wholly-owned
subsidiary of Griffin MD, on the terms set forth in the Merger
Agreement.
As a result of the Reincorporation Merger, each outstanding
share of the common stock, par value $0.01 per share, of the
Predecessor Company was converted into one share of common stock,
par value $0.01 per share, of Griffin MD.
Name Change and Update to NASDAQ Trading
Symbol
On December 30, 2020, the Board of Directors of Griffin MD,
adopted an amendment (the “Certificate of Amendment”) to its
Amended and Restated Certificate of Incorporation to change the
name of Griffin MD to INDUS Realty Trust, Inc. (“INDUS” or the
“Company”). The Certificate of Amendment was filed with the
Maryland Department of Assessments and Taxation on December 30,
2020, and it became effective on December 31, 2020. The Board of
Directors of Griffin MD also amended and restated the by-laws and
corporate governance documents of Griffin MD to reflect the name
change to INDUS Realty Trust, Inc., effective upon the
effectiveness of the Certificate of Amendment.
Beginning on January 4, 2021, the common stock of the Company
will be listed for trading on The Nasdaq Stock Market LLC under the
symbol “INDT”, rather than “GRIF”, its former trading symbol under
the Predecessor Company.
Concurrent with the name and trading symbol change, the Company
has also updated its website address from www.griffinindustrial.com
to www.indusrt.com.
REIT Election and Related Items
Beginning on January 1, 2021, INDUS will elect to be taxed as a
REIT under the Internal Revenue Code of 1986, as amended (the “REIT
Conversion”) and generally will not be subject to U.S. federal
income taxes to the extent the Company timely distributes its
taxable income, if any, to its stockholders. In connection with the
REIT Conversion and as previously announced, INDUS intends to
declare a dividend in the near future in order to distribute the
Company’s accumulated earnings and profits based on the Company’s
taxable results through December 31, 2020.
About INDUS
INDUS Realty Trust, Inc. is a real estate business principally
engaged in developing, acquiring, managing and leasing
industrial/warehouse properties. INDUS owns 41 buildings totaling
approximately 4.6 million square feet (4.2 million of which is
industrial/warehouse space) in Connecticut, Pennsylvania, North
Carolina and Florida in addition to over 3,400 acres of undeveloped
land.
Forward-Looking Statements:
This Press Release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements include INDUS’s beliefs
and expectations regarding future events or conditions including,
without limitation, the Company’s future growth and operations as a
REIT, including future dividend payments. Although INDUS believes
that its plans, intentions and expectations reflected in such
forward-looking statements are reasonable, it can give no assurance
that such plans, intentions or expectations will be achieved. The
projected information disclosed herein is based on assumptions and
estimates that, while considered reasonable by INDUS as of the date
hereof, are inherently subject to significant business, economic,
competitive and regulatory uncertainties and contingencies, many of
which are beyond the control of INDUS and which could cause actual
results and events to differ materially from those expressed or
implied in the forward-looking statements. Other important factors
that could affect the outcome of the events set forth in these
statements are described in INDUS’s Securities and Exchange
Commission filings, including the “Business,” “Risk Factors” and
“Forward-Looking Statements” sections in INDUS’s Annual Report on
Form 10-K for the fiscal year ended November 30, 2019 and the “Risk
Factors” section in INDUS’s Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 2020. INDUS disclaims any
obligation to update any forward-looking statements as a result of
developments occurring after the date of this press release except
as required by law.
CONTACT:Anthony
GaliciChief Financial
Officer(860) 286-1307
agalici@indusrt.com
Ashley PizzoDirector, IR & Capital
Markets(212) 218-7914
apizzo@indusrt.com
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