Monmouth Real Estate Confirms Receipt of Unsolicited Proposal from Blackwells Capital
December 21 2020 - 5:20PM
–Monmouth Real Estate Investment Corporation (NYSE:MNR) today
confirmed receipt of an unsolicited proposal from Blackwells
Capital LLC (“Blackwells”), to acquire all of the outstanding
shares of the Company for $18.00 per share in cash. The Blackwells
proposal is non-binding, highly conditional and reflects a 5.9%
premium to the Company’s closing stock price on December
18,2020.
Monmouth also today confirmed receipt on
December 1, 2020, of an earlier, substantially identical
unsolicited proposal from Blackwells to acquire all of the
outstanding shares of the Company for $16.75 per share in cash (the
“original proposal”). Monmouth’s Board, along with its financial
and legal advisors, carefully considered the original proposal and
unanimously determined that it did not reflect Monmouth’s strategic
value or future prospects, and was not in the best interests of the
Company.
The Company issued the following statement:
The Monmouth Board of Directors, consistent with
its fiduciary duties and in consultation with its financial and
legal advisors, will carefully review and consider the revised
proposal at its next meeting. The Board is committed to pursuing
the course of action that is in the best interests of the
Company.
The Monmouth Board is well advised and regularly
considers opportunities to create stockholder value. The Board and
management team are confident in Monmouth’s business plan and are
excited about the Company’s prospects for continued growth and
value creation in 2021 and beyond.
Venable LLP is serving as Monmouth’s legal
counsel, and CS Capital Advisors is acting as the Company’s
financial advisor.
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 23.9 million rentable square
feet, geographically diversified across 31 states. The Company’s
occupancy rate as of this date is 99.6%.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act
of 1995. Forward-looking statements provide the Company’s current
expectations or forecasts of future events. Forward-looking
statements include statements about the Company’s expectations,
beliefs, intentions, plans, objectives, goals, strategies, future
events, performance and underlying assumptions and other statements
that are not historical facts. You can identify forward-looking
statements by their use of forward-looking words, such as “may,”
“will,” “anticipate,” “expect,” “believe,” “intend,” “plan,”
“should,” “seek” or comparable terms, or the negative use of those
words, but the absence of these words does not necessarily mean
that a statement is not forward-looking. The forward-looking
statements are based on the Company’s beliefs, assumptions and
expectations of its future performance, taking into account all
information currently available to it. Forward-looking statements
are not predictions of future events. These beliefs, assumptions
and expectations can change as a result of many possible events or
factors, not all of which are known to the Company. Some of these
factors are described under the headings “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” as included in the Company’s Annual Report
on Form 10-K for the fiscal year ended September 30, 2020 and its
other periodic reports filed with the Securities and Exchange
Commission, which are accessible on the Securities and Exchange
Commission’s website at www.sec.gov. These factors should not be
construed as exhaustive and should be read in conjunction with
other cautionary statements that are included in the filings. These
and other risks, uncertainties and factors could cause the
Company’s actual results to differ materially from those included
in any forward-looking statements it makes. Any forward-looking
statement speaks only as of the date on which it is made. New risks
and uncertainties arise over time, and it is not possible for the
Company to predict those events or how they may affect it. Except
as required by law, the Company is not obligated to, and does not
intend to, update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. You
should not place undue reliance on these forward-looking
statements, as events described or implied in such statements may
not occur.
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Contacts:
Investors Becky Coleridge
732-810-0907 |
Media Andrew Siegel / Jim Golden
Joele Frank 212-355-4449 |
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