Monmouth Comments on ISS Report
August 09 2021 - 8:30AM
Monmouth Real Estate Investment Corporation (NYSE: MNR, “Monmouth”
or “the Company”) today commented on the recent report from
independent proxy advisory firm Institutional Shareholder Services,
Inc. (“ISS”) related to the Company’s pending merger with Equity
Commonwealth (NYSE: EQC, “EQC”):
|
Following an extensive strategic review conducted by the Monmouth
Board, our Board unanimously determined that merging with EQC is
the best path forward for the Company. A merger with EQC uniquely
positions the combined company to evolve into a market leading
industrial REIT through the strategic expansion of Monmouth’s
existing portfolio of state-of-the-art single-tenant industrial
properties and diversification of its high quality tenant base to
deliver long term value to stockholders. |
|
|
|
|
Importantly, ISS recognizes the thorough process undertaken by the
Monmouth Board of Directors and the benefits of a transaction with
EQC. The ISS report states1: |
|
|
|
|
● |
“…the MNR board organized and ran a reasonably thorough process
that reached out to over 90 potential acquirors, resulted in four
competing bidders, and featured multiple rounds of offer
improvement.” |
|
|
|
|
● |
“…the proposed transaction could be transformational, with MNR's
existing industrial assets and their high credit tenants serving as
a base for the combined company's acquisitions and expansion into
tangential industrial real estate opportunities, such as
collaborating with merchant builders or acquiring multi-tenant
properties that would not have fit within MNR's acquisition
profile.” |
|
|
|
|
● |
“…the EQC deal offers MNR shareholders a quality management team,
35 percent ownership of a bigger company, and diversification into
cash and a small office portfolio with a goal of additional
diversification into new geographies and tenant classes.” |
|
|
|
|
We disagree with ISS’ voting recommendation and look forward to
continuing to engage with our stockholders in the weeks ahead. The
Monmouth Board and management team remain committed, as we have
shown throughout our 53-year history as a public REIT, to
maximizing value for our stockholders. Our Board continues to
believe that the merger with EQC represents the best way to achieve
that goal. |
Monmouth stockholders have received a definitive
joint proxy statement/prospectus prepared by Monmouth and EQC
seeking stockholder approval of the merger. Any stockholder who has
questions about the voting of shares after receiving and reviewing
the joint proxy statement/prospectus may contact Monmouth’s proxy
solicitor, Okapi Partners, toll-free, at (888) 785-6668.
All stockholders of record of Monmouth common
stock as of the close of business on August 2, 2021 are entitled to
vote their shares at the Special Meeting of Stockholders, to be
held at 11:00 AM ET on August
24, 2021. Monmouth encourages all stockholders to carefully review the definitive joint proxy statement/prospectus
and return their WHITE proxy card to vote
“FOR” the merger with EQC.
J.P. Morgan Securities LLC and CS Capital
Advisors, LLC are acting as financial advisors and Stroock &
Stroock & Lavan LLP is serving as legal advisor to
Monmouth.
About Monmouth
Monmouth Real Estate Investment Corporation,
founded in 1968, is one of the oldest public equity REITs in the
world. We specialize in single tenant, net-leased industrial
properties, subject to long-term leases, primarily to
investment-grade tenants. Monmouth Real Estate is a fully
integrated and self-managed real estate company, whose property
portfolio consists of 121 properties, containing a total of
approximately 24.7 million rentable square feet, geographically
diversified across 32 states. Our occupancy rate as of this date is
99.7%.
Forward-Looking Statements
Some of the statements contained in this press
release constitute forward-looking statements within the meaning of
the federal securities laws, including, but not limited to,
statements regarding the merger with EQC. Any forward-looking
statements contained in this press release are intended to be made
pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements relate to expectations, beliefs, projections, future
plans and strategies, anticipated events or trends and similar
expressions concerning matters that are not historical facts. In
some cases, you can identify forward-looking statements by the use
of forward looking terminology such as “may,” “will,” “should,”
“expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential,” or the negative of these
words and phrases or similar words or phrases which are predictions
of or indicate future events or trends and which do not relate
solely to historical matters. You can also identify forward looking
statements by discussions of strategy, plans or intentions. Any
forward-looking statements contained in this press release reflect
Monmouth’s current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions and
changes in circumstances that may cause actual results to differ
significantly from those expressed in any forward-looking
statement. For a further discussion of other factors that could
cause Monmouth’s future results to differ materially from any
forward-looking statements, see the section entitled “Risk Factors”
in Monmouth’s most recent Annual Report on Form 10-K and in its
Quarterly Reports on Form 10-Q. While forward-looking statements
reflect Monmouth’s good faith beliefs, they are not guarantees of
future performance. Monmouth disclaims any obligation to publicly
update or revise any forward-looking statement to reflect changes
in underlying assumptions or factors, of new information, data or
methods, future events or other changes.
Participants in the Solicitation
Monmouth and certain of its directors and
executive officers and other employees may be deemed to be
participants in the solicitation of proxies from Monmouth’s
stockholders in connection with the proposed merger with EQC under
the rules of the SEC. Investors may obtain information regarding
the names, affiliations and interests of directors and executive
officers of Monmouth in Monmouth’s Annual Report on Form 10-K for
Monmouth’s fiscal year ended September 30, 2020, which was filed
with the SEC on November 23, 2020, as well as in Monmouth’s other
filings with the SEC. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is contained
in the proxy statement/prospectus and other relevant proxy
materials filed with the SEC in respect of the proposed merger.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an
offer to buy or sell any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
Additional Information and Where to Find It
In connection with the proposed merger between
Monmouth and EQC, EQC has filed a registration statement on Form
S-4 with the SEC, which became effective on July 23, 2021, to
register the common shares of beneficial interest of EQC to be
issued pursuant to the merger. The registration statement includes
a joint proxy statement/prospectus which has been filed by EQC and
Monmouth with the SEC and has been sent to the common shareholders
of EQC seeking their approval of the share issuance and to the
common shareholders of Monmouth seeking their approval of the
merger (the “joint proxy statement/prospectus”). EQC and Monmouth
may also file other documents regarding the proposed merger and
share issuance with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY
READ THE ENTIRE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND SHARE ISSUANCE.
Investors and security holders may obtain free copies of the
registration statement and joint proxy statement/prospectus and
other documents filed with the SEC by EQC or Monmouth through the
website maintained by the SEC at www.sec.gov. In addition,
investors and security holders may obtain free copies of the
registration statement and the joint proxy statement/prospectus and
other documents filed with the SEC by EQC on EQC’s website at
www.eqcre.com and may obtain free copies of the joint proxy
statement/prospectus and other documents filed with the SEC by
Monmouth on Monmouth’s website at www.mreic.reit.
Contacts:Investors Becky
Coleridge (732) 577-9996 mreic@mreic.com
Media Andrew Siegel / Kara Brickman Joele Frank
(212) 355-4449
1 Permission to use quotations neither sought nor obtained
Equity Commonwealth (NYSE:EQC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Equity Commonwealth (NYSE:EQC)
Historical Stock Chart
From Jul 2023 to Jul 2024