Monmouth Real Estate Investment Corporation Announces Receipt of Amendment to Unsolicited Acquisition Proposal
July 16 2021 - 9:57PM
Monmouth Real Estate Investment Corporation (NYSE: MNR, “Monmouth”
or “the Company”) today announced that it received an amendment to
the unsolicited acquisition proposal it previously received on July
8, 2021 from a certain large private investment firm. The amendment
to the proposal reflects an increase of $0.18 per share in the
consideration that would be paid for each share of Monmouth Common
Stock, resulting in a net cash consideration of $18.88 per share,
reflecting a stated purchase price of $19.51 per share reduced by
the termination fee of approximately $62.2 million, or $0.63 per
share, if Monmouth terminates the merger agreement it previously
entered into with Equity Commonwealth (“EQC”) in accordance with
its terms to accept the amended proposal. The increase results from
the investment firm’s decision that the purchase price would no
longer be reduced by the $0.18 per share dividend on Monmouth’s
common stock previously declared by Monmouth’s Board on July 1,
2021 and payable on or about September 15, 2021. On July 16, 2021,
Monmouth’s common shares closed at $19.23 per share.
As previously announced, on May 4, 2021,
Monmouth entered into a definitive merger agreement with EQC
pursuant to which EQC agreed to acquire Monmouth in an all-stock
transaction valued at approximately $3.4 billion, including the
assumption of debt. The combined company is expected to have a pro
forma equity market capitalization of approximately $5.5
billion.
Consistent with its statutory duties and in
consultation with its financial and legal advisors, Monmouth’s
Board is now evaluating the amended proposal and has not made any
determination as to what action to take in response to the
proposal. The Company’s Board 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 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 120 properties
containing a total of approximately 24.5 million rentable square
feet, geographically diversified across 31 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,
Monmouth intends to file a proxy statement/prospectus with the U.S.
Securities and Exchange Commission (“SEC”), which will be sent to
the common stockholders of Monmouth seeking their approval of the
proposed merger and the common stockholders of EQC seeking their
approval of the issuance of EQC common stock in connection with 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 DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHEN IT
BECOMES AVAILABLE, 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 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, when they become available, 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:
Investors Becky Coleridge (732) 577-9996
mreic@mreic.com
Media Andrew Siegel / Amy Feng / Kara Brickman
Joele Frank (212) 355-4449
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