Kimco Realty Corp. (NYSE: KIM), one of North America’s largest
publicly traded owners and operators of open-air, grocery-anchored
shopping centers and mixed-use assets, and Weingarten Realty
Investors (NYSE: WRI), a grocery-anchored Sun Belt shopping center
owner, manager and developer, today announced that Kimco
stockholders and Weingarten shareholders approved all of the
proposals necessary for the closing of the previously announced
merger of Weingarten with and into Kimco.
At the special meeting of Kimco stockholders, approximately
99.9% of the votes cast were voted in favor of the merger, which
represented approximately 85.3% of the outstanding shares of Kimco
common stock.
At the special meeting of Weingarten shareholders, approximately
99.6% of the votes cast were voted in favor of the merger
agreement, which represented approximately 78.7% of the outstanding
Weingarten common shares.
The final voting results will be filed with the Securities and
Exchange Commission on a Form 8-K filing by both Kimco and
Weingarten with respect to their applicable special meetings.
The merger is currently expected to close on August 3, 2021,
subject to the satisfaction or waiver of the remaining closing
conditions. Upon completion of the merger, pursuant to the terms of
the definitive merger agreement entered into by and between Kimco
and Weingarten on April 15, 2021, Weingarten shareholders are
entitled to receive 1.408 newly issued shares of Kimco common stock
plus $2.20 in cash, after adjustment for the Weingarten special
dividend of $0.69 per Weingarten common share paid on August 2, for
each Weingarten common share that they owned immediately prior to
the effective time of the merger. Upon completion of the merger,
the common stock of the combined company will trade under the
symbol “KIM” on the NYSE, and Weingarten’s common shares will be
suspended from trading on the NYSE effective as of the opening of
trading on August 4, 2021.
About Kimco
Kimco Realty Corp. (NYSE:KIM) is a real estate investment trust
(REIT) headquartered in Jericho, N.Y. that is North America’s
largest publicly traded owner and operator of open-air,
grocery-anchored shopping centers and mixed-use assets. The
company’s portfolio is primarily concentrated in the first-ring
suburbs of the top major metropolitan markets, including those in
high barrier-to-entry coastal markets and rapidly expanding Sun
Belt cities, with a tenant mix focused on essential,
necessity-based goods and services that drive multiple shopping
trips per week. Kimco is also committed to leadership in
environmental, social and governance (ESG) issues and is a
recognized industry leader in these areas. Publicly traded on the
NYSE since 1991, and included in the S&P 500 Index, the company
has specialized in shopping center ownership, management,
acquisitions, and value enhancing redevelopment activities for more
than 60 years. As of June 30, 2021, the company owned interests in
398 U.S. shopping centers and mixed-use assets comprising 70
million square feet of gross leasable space. For further
information, please visit www.kimcorealty.com
Kimco announces material information to its investors using the
company’s investor relations website (investors.kimcorealty.com),
SEC filings, press releases, public conference calls, and webcasts.
Kimco also uses social media to communicate with its investors and
the public, and the information Kimco posts on social media may be
deemed material information. Therefore, Kimco encourages investors,
the media, and others interested in Kimco to review the information
that it posts on the social media channels, including Facebook
(www.facebook.com/KimcoRealty), Twitter
(www.twitter.com/kimcorealty), YouTube
(www.youtube.com/kimcorealty) and LinkedIn
(www.linkedin.com/company/kimco-realty-corporation). The list of
social media channels that Kimco uses may be updated on its
investor relations website from time to time.
About Weingarten
Weingarten Realty Investors (NYSE: WRI) is a shopping center
owner, manager and developer. At June 30, 2021, Weingarten owned or
operated under long-term leases, either directly or through its
interest in real estate joint ventures or partnerships, a total of
155 properties which are located in 15 states spanning the country
from coast to coast. These properties represent approximately 29.7
million square feet of which our interests in these properties
aggregated approximately 20.3 million square feet of leasable area.
To learn more about Weingarten’s operations and growth strategies,
please visit www.weingarten.com.
Safe Harbor Statement
This communication contains certain “forward-looking” statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Kimco and Weingarten intend such forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and include this statement for
purposes of complying with the safe harbor provisions. Words such
as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” “will,” “should,” “may,” “projects,” “could,”
“estimates” or variations of such words and other similar
expressions are intended to identify such forward-looking
statements, which generally are not historical in nature, but not
all forward-looking statements include such identifying words.
Forward-looking statements regarding Kimco and Weingarten include,
but are not limited to, statements related to the anticipated
acquisition of Weingarten and the anticipated timing and benefits
thereof; Kimco’s expected financing for the transaction; Kimco’s
ability to deleverage and its projected target net leverage; and
other statements that are not historical facts. These
forward-looking statements are based on each of the companies’
current plans, objectives, estimates, expectations and intentions
and inherently involve significant risks and uncertainties. Actual
results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation, risks
and uncertainties associated with: Kimco’s and Weingarten’s ability
to complete the acquisition on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties
related to the satisfaction of closing conditions to consummate the
acquisition; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
definitive transaction agreement relating to the proposed
transaction; risks related to diverting the attention of
Weingarten’s and Kimco’s management from ongoing business
operations; failure to realize the expected benefits of the
acquisition; significant transaction costs and/or unknown or
inestimable liabilities; the risk of shareholder litigation in
connection with the proposed transaction, including resulting
expense or delay; the risk that Weingarten’s business will not be
integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected; Kimco’s ability
to obtain the expected financing to consummate the acquisition;
risks related to future opportunities and plans for the combined
company, including the uncertainty of expected future financial
performance and results of the combined company following
completion of the acquisition; effects relating to the announcement
of the acquisition or any further announcements or the consummation
of the acquisition on the market price of Kimco’s common stock or
Weingarten’s common shares; the possibility that, if Kimco does not
achieve the perceived benefits of the acquisition as rapidly or to
the extent anticipated by financial analysts or investors, the
market price of Kimco common stock could decline; general adverse
economic and local real estate conditions; the inability of major
tenants to continue paying their rent obligations due to
bankruptcy, insolvency or a general downturn in their business;
local real estate conditions; increases in interest rates; foreign
currency exchange rates; increases in operating costs and real
estate taxes; changes in the dividend policy for Kimco common stock
or preferred stock or Kimco’s ability to pay dividends; impairment
charges; unanticipated changes in Weingarten’s intention or ability
to prepay certain debt prior to maturity and/or hold certain
securities until maturity; pandemics or other health crises, such
as coronavirus disease 2019 (COVID-19); and other risks and
uncertainties affecting Kimco and Weingarten, including those
described from time to time under the caption “Risk Factors” and
elsewhere in Kimco’s and Weingarten’s SEC filings and reports,
including Kimco’s Annual Report on Form 10-K for the year ended
December 31, 2020, Weingarten’s Annual Report on Form 10-K for the
year ended December 31, 2020, and subsequent filings and reports by
either company. Moreover, other risks and uncertainties of which
Kimco or Weingarten are not currently aware may also affect each of
the companies’ forward-looking statements and may cause actual
results and the timing of events to differ materially from those
anticipated. The forward-looking statements made in this
communication are made only as of the date hereof or as of the
dates indicated in the forward-looking statements, even if they are
subsequently made available by Kimco or Weingarten on their
respective websites or otherwise. Neither Kimco nor Weingarten
undertakes any obligation to update or supplement any
forward-looking statements to reflect actual results, new
information, future events, changes in its expectations or other
circumstances that exist after the date as of which the
forward-looking statements were made.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210803005940/en/
David F. Bujnicki Senior Vice President, Investor Relations and
Strategy Kimco Realty Corporation 1-866-831-4297
dbujnicki@kimcorealty.com
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