Monmouth Real Estate Investment Corporation Confirms Receipt Of Revised, Unsolicited Acquisition Proposal
August 19 2021 - 8:30AM
Monmouth Real Estate Investment Corporation (NYSE: MNR), or
Monmouth, today confirmed that it has received a revised,
unsolicited acquisition proposal from Starwood Capital Group
(“Starwood”).
Under the terms of Starwood’s revised proposal, its affiliate
Starwood Real Estate Income Trust, Inc. would acquire 100% of the
outstanding equity of Monmouth for net cash consideration of
approximately $19.20 per share of Monmouth common stock. This
reflects a stated per share purchase price of $19.93 per share,
reduced by the termination fee that would be payable by Monmouth to
Equity Commonwealth (NYSE: EQC), or EQC, of approximately $72
million, or $0.73 per share, if Monmouth terminates the amended
merger agreement it previously entered into with EQC in accordance
with its terms to accept the new Starwood proposal.
On August 16, 2021, Monmouth and EQC announced that they had
entered into an amendment to their previously announced definitive
merger agreement pursuant to which EQC has agreed to acquire
Monmouth for $19.00 per share, based on EQC’s closing price of
$26.65 per share on August 13, 2021, in a combination of cash and
stock at the election of Monmouth shareholders. The EQC transaction
is valued at approximately $3.4 billion, including the assumption
of $857 million of mortgage debt and the repayment of the $550
million of Monmouth’s 6.125% Series C Redeemable Preferred Stock
and Monmouth’s outstanding line of credit and term loan.
Consistent with its fiduciary duties and in consultation with
its financial and legal advisors, Monmouth’s Board of Directors is
evaluating Starwood’s revised, unsolicited proposal and has not
made any determination as to what action to take in response at
this time. Monmouth’s Board of Directors intends to respond to the
proposal in due course and remains committed to acting in the best
interests of the Company and its shareholders.
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 MonmouthMonmouth Real Estate Investment
Corporation, founded in 1968, is one of the oldest public equity
REITs in the world. The Company specializes in single tenant,
net-leased industrial properties, subject to long-term leases,
primarily to investment grade tenants. Monmouth Real Estate
Investment Corporation 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. The Company’s
occupancy rate as of this date is 99.7%.
Forward-Looking StatementsSome 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 SolicitationMonmouth 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 SolicitationThis 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 ItIn
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 have also filed with the
SEC and sent to their respective common shareholders an amendment
to the joint proxy statement/prospectus describing the amended
terms of the merger. 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, MONMOUTH
SHAREHOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS AND AMENDMENT
THERETO, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS
WELL AS ANY OTHER AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT MONMOUTH, EQC AND THE PROPOSED MERGER.
Shareholders will be able to obtain free copies of the registration
statement and joint proxy statement/prospectus and other documents
filed with the SEC through the website maintained by the SEC at
www.sec.gov. Copies of documents filed with the SEC will also be
available free of charge from Monmouth on Monmouth’s website at
www.mreic.reit.
Contacts:
InvestorsBecky Coleridge(732)
577-9996mreic@mreic.com
MediaAndrew Siegel / Amy Feng / Kara
BrickmanJoele Frank(212) 355-4449
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