Monmouth Real Estate Investment Corporation Announces Results of Special Meeting of Stockholders
August 31 2021 - 12:15PM
Monmouth Real Estate Investment Corporation (NYSE: MNR, “Monmouth”
or “the Company”) today announced that, based on a preliminary
count of the votes cast at the Company’s Special Meeting of
Stockholders (the “Special Meeting”), Monmouth did not obtain the
necessary stockholder votes to approve the previously announced
merger with Equity Commonwealth (NYSE: EQC, “EQC”). Monmouth
remains open to all available options to maximize long-term
stockholder value and realize the full potential of the Company’s
high quality industrial portfolio.
“Maximizing value is our top priority at
Monmouth and stockholders’ views play an important role in how we
run our business and execute our strategy,” said Michael P. Landy,
President and CEO of Monmouth. “While we recognize that
stockholders have a wide range of views and differing time-horizons
and tax considerations, we are disappointed in the outcome of
today’s vote. We continue to believe in the merits of a transaction
that offers Monmouth stockholders the opportunity to continue to
participate in the growth of the industrial real estate
sector.”
Mr. Landy continued, “With an attractive
industrial-based portfolio, we are confident Monmouth is
well-positioned for long-term growth and success in our industry.
The accelerated rate of adoption of e-commerce has resulted in
unprecedented demand for industrial properties, creating a
compelling opportunity for stockholders to participate in the
continued appreciation of our assets. Given the rapidly changing
and expanding industrial landscape, we will remain disciplined and
flexible in our consideration of potential strategic and financial
alternatives to maximize long-term value for stockholders.”
The Independent Inspector of Elections will
tabulate all proxies and ballots submitted at the Special Meeting
and will certify the final results. Final results will be filed
with the Securities and Exchange Commission once the results have
been certified, which Monmouth expects to occur within the next few
days.
Monmouth’s Board of Directors will set a record
date and meeting date for Monmouth’s 2021 Annual Meeting of
Stockholders. Those dates will be announced shortly.
About Monmouth
Monmouth 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 122 properties
containing a total of approximately 24.9 million rentable square
feet, geographically diversified across 32 states. The Company’s
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, will be
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 with 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. Monmouth and EQC may also file other documents
regarding the proposed merger with the SEC. This press release is
not intended to be, and is not, a substitute for such filings or
for any other document that Monmouth and/or EQC may file with the
SEC in connection with the proposed merger. 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 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 WILL CONTAIN IMPORTANT INFORMATION
ABOUT MONMOUTH, EQC, AND THE PROPOSED MERGER. Investors and
security holders will be able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by
Monmouth through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain
free copies of the proxy statement/prospectus and other documents
filed with the SEC 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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