Green Courte Partners Successfully Completes Tender Offer for American Land Lease, Inc.; Subsequent Offering Period Being Pro...
February 18 2009 - 6:30AM
Business Wire
Green Courte Partners, LLC, a Chicago-based private equity
investment firm, today announced that one of its affiliates (such
affiliate is referred to as �Green Courte Partners�) completed its
tender offer for all outstanding shares of American Land Lease,
Inc. (NYSE: ANL). Green Courte Partners has accepted all of the
shares tendered and not withdrawn at $14.20 per share, net to the
seller in cash without interest thereon.
The tender offer expired at 5:00 p.m., New York City time, on
Tuesday, February 17, 2009. The depositary for the tender offer has
advised Green Courte Partners and ANL that, as of the expiration of
the tender offer, a total of 7,442,072 shares of ANL�s common stock
were validly tendered and not withdrawn (which includes
approximately 232,763 shares subject to guaranteed delivery
procedures), representing approximately 93% of ANL�s outstanding
common stock. As a result, the �minimum condition� of the tender
offer was satisfied. All other conditions of the tender offer have
been satisfied or waived. All tendered shares have been accepted
for payment in accordance with the terms of the tender offer.
Stockholders who validly tendered prior to the expiration of the
offer and whose shares were not properly withdrawn will promptly
receive the offer price of $14.20 per share, net to the seller in
cash without interest.
Pursuant to the terms of the previously announced merger
agreement, Green Courte Partners expects to complete its
acquisition of 100% of the common stock of ANL by effecting a
merger of Green Courte Partners and ANL, subject to the
satisfaction or waiver of the conditions of the merger. In the
merger, Green Courte Partners will acquire all other shares of
outstanding common stock of ANL (other than those as to which
holders properly exercise appraisal rights, if any are available)
at the same $14.20 per share price, net to the seller in cash
without interest thereon, that was paid in the tender offer. ANL
intends to call a special meeting of its stockholders to vote on
the merger and related matters. As a result of the consummation of
the tender offer, Green Courte Partners owns and has the right to
vote a sufficient number of outstanding shares such that approval
of the merger at the special meeting is assured without the
affirmative vote of any other stockholder. Further information
about the special meeting will be forthcoming. ANL�s 7.75% Series A
Cumulative Redeemable Preferred Stock will remain outstanding after
the merger is completed.
In addition, Purchaser has elected to provide a subsequent
offering period, which will commence immediately and will expire at
5:00�p.m., New York City time, on Friday, February 20, 2009, unless
further extended, to permit ANL stockholders who have not yet
tendered an opportunity to do so and allow those stockholders to
receive the same offer price of $14.20 per share, net to the seller
in cash without interest thereon, prior to March 16, 2009, the
anticipated date of the special meeting of ANL�s stockholders and
the closing date of the merger. All shares of ANL common stock
properly tendered during the subsequent offering period will be
immediately accepted and promptly paid for. Procedures for
tendering shares during the subsequent offering period are the same
as during the initial offering period except that (1) shares cannot
be delivered by guaranteed delivery procedure and (2) shares
tendered may not be withdrawn.
Holders with questions regarding tendering their shares may call
Innisfree M&A Incorporated, Green Courte�s information agent,
toll-free at 888-750-5834. Banks and brokers may call collect at
212-750-5833.
About Green Courte Partners
Green Courte Partners, LLC is a Chicago-based private equity
real estate investment firm focused primarily on the ownership and
operation of manufactured housing communities, retail and mixed-use
properties, and parking assets. Green Courte Partners, LLC combines
focused investment strategies with a disciplined approach to
transaction execution and asset management with a goal of
generating attractive risk-adjusted returns over a long-term
holding period. For more information visit
www.GreenCourtePartners.com.
About ANL
American Land Lease, Inc. is a Clearwater, Florida-based real
estate investment trust that owns, develops and manages residential
land lease communities primarily serving active adults. With over
10,000 home sites in 30 communities located primarily in Florida,
Arizona and Alabama, ANL is committed to providing affordable,
free-spirited retirement living for active adults. For more
information, visit www.americanlandlease.com.
Additional Information about the Tender Offer and Where to
Find it
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any
securities. The solicitation and the offer to buy shares of ANL
common stock is being made only pursuant to an offer to purchase on
Schedule TO and related materials that Green Courte Partners filed
with the Securities and Exchange Commission (the �SEC�). In
connection with the tender offer, Green Courte Partners filed with
the SEC a tender offer statement and related offer to purchase on
Schedule TO that provides the terms of the tender offer and ANL
filed a solicitation/recommendation statement on Schedule 14D-9
with the SEC. Stockholders are urged to read these documents
carefully and in their entirety because they contain important
information about the tender offer.
The offer to purchase and solicitation/recommendation statement
have been mailed to ANL stockholders who are entitled to receive
such documents. In addition, the tender offer statement and related
offer to purchase and solicitation/recommendation statement as well
as other filings containing information about ANL and the tender
offer are available free of charge at the SEC�s Internet Web site,
www.sec.gov. In addition, investors and security holders may obtain
free copies of the solicitation/recommendation statement as well as
other filings containing information about ANL and the tender offer
that are filed with the SEC by ANL by contacting Shannon E. Smith,
Chief Financial Officer, at 727-726-8868 or accessing ANL�s
investor information website at www.americanlandlease.com/company
or from Green Courte Partners by contacting James R. Goldman,
Managing Director, Chief Investment Officer, at 847-582-9400.
Forward-looking statements
This press release includes certain forward-looking statements.
Any such forward-looking statements may involve risk and
uncertainties. These forward-looking statements appear throughout
the press release and include statements regarding the intent,
belief or current expectations of Green Courte Partners, including
statements concerning the plans of Green Courte Partners with
respect to its intention to complete its acquisition of ANL and
ANL�s intention to call a special meeting of its stockholders. Such
forward-looking statements are not guarantees of future performance
or events and involve risks and uncertainties. Actual results may
differ materially from those described in such forward-looking
statements as a result of various factors. Many of the factors that
will determine the outcome of the subject matter of this press
release are beyond the ability of Green Courte Partners to control
or predict. Green Courte Partners no obligation to revise or update
any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information,
future events or otherwise.
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