On July 16, 2021, Monmouth Real Estate Investment Corporation (“Monmouth”), a Maryland corporation, issued a
press release announcing that it received an amendment to the unsolicited acquisition proposal it previously received on July 8, 2021 from a certain large private investment firm. A copy of the press release is attached hereto as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated by reference herein.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit
any securities or any proxy, vote or approval in any jurisdiction pursuant to or in connection with the proposed merger or otherwise, 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 offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction involving Monmouth, Equity Commonwealth (“EQC”) and EQC Maple
Industrial LLC (f/k/a RS18 LLC). In connection with the proposed transaction, Monmouth intends to file, and EQC has filed, a preliminary joint proxy/solicitation statement with the U.S. Securities and Exchange Commission (the “SEC”) and Monmouth
and EQC intend to file additional relevant materials with the SEC, including a definitive joint proxy/solicitation statement. This communication 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 SOLICITATION 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 WILL CONTAIN
IMPORTANT INFORMATION ABOUT EQC, MONMOUTH AND THE PROPOSED MERGER. Investors and security holders will be able to obtain free copies of the definitive joint proxy/solicitation statement 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 solicitation statement/prospectus and other documents filed with the SEC on Monmouth’s
website at www.mreic.reit.
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 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 its 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 solicitation statement/prospectus and other relevant materials to be filed with the SEC in respect of the proposed merger when they become
available.
Forward-Looking Statements
Some of the statements contained in this Current Report on Form 8-K constitute forward-looking statements within the meaning of the
federal securities laws, including, but not limited to, statements regarding consummating the merger and the timing thereof. Any forward-looking statements contained in this Current Report on Form 8-K 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.
The forward-looking statements contained in this Current Report on Form 8-K reflect Monmouth’s current views about future events and are
subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances regarding EQC and Monmouth that may cause actual results to differ significantly from those expressed in any forward-looking statement, including, without limitation, (i) inability to complete the proposed merger because, among other reasons, one or more conditions to the closing of the proposed merger may not
be satisfied or waived; (ii) uncertainty as to the timing of completion of the proposed merger; (iii) potential adverse effects or changes to relationships with EQC’s and/or Monmouth’s tenants, employees, service providers or other parties resulting from the announcement or completion of the proposed merger; (iv) the outcome of any legal proceedings that may be instituted against the parties and
others related to the Merger Agreement; (v) possible disruptions from the proposed merger that could harm EQC’s or Monmouth’s respective business, including
current plans and operations; (vi) unexpected costs, charges or expenses resulting from the proposed merger; (vii) uncertainty of the expected financial performance of EQC following completion of the proposed merger, including the possibility that the benefits anticipated from the proposed merger will not be realized or will not be realized within the expected time period; (viii) legislative,
regulatory and economic developments; and (ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and epidemics and pandemics, including COVID-19, as well as EQC’s
or Monmouth’s management’s response to any of the aforementioned factors. Monmouth does not guarantee that the mergers and events described will happen as described
(or that they will happen at all). 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 for subsequent quarters.
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.