Monmouth Real Estate Investment Corporation Confirms

HOLMDEL, NJ, Aug. 19, 2021 (GLOBE NEWSWIRE) – Monmouth Real Estate Investment Corporation (NYSE: MNR), or Monmouth, today confirmed that it has received a revised, unsolicited tender offer from Starwood Capital Group (“Starwood”). .

Under the terms of Starwood’s revised proposal, its subsidiary Starwood Real Estate Income Trust, Inc. would acquire 100% of Monmouth’s outstanding equity for a net cash payment of approximately $ 19.20 per common share of Monmouth. This reflects a stated purchase price of $ 19.93 per share minus the termination fee Monmouth would have paid to Equity Commonwealth (NYSE: EQC) or EQC of approximately $ 72 million, or $ 0.73 Dollars per share if Monmouth amended the merger agreement it had previously entered into with EQC under its terms to accept the new offer from Starwood.

On August 16, 2021, Monmouth and EQC announced that they had entered into an amendment to their previously announced definitive merger agreement, under which EQC has agreed to acquire Monmouth for $ 19.00 per share, based on EQC’s closing price of 26.65 USD per share on August 13th, 2021 in a combination of cash and stock in the Monmouth stockholder election. The EQC transaction is valued at approximately $ 3.4 billion, including the assumption of $ 857 million in mortgage debt and the repayment of $ 550 million of the 6.125% redeemable Series C preferred stock of Monmouth as well the Monmouth Outstanding Credit Line and Term Loan.

In accordance with its fiduciary duties and in consultation with its financial and legal advisers, the Monmouth Board of Directors is reviewing Starwood’s revised, unsolicited proposal and has not yet made a decision on what action to take in response. The Monmouth Board of Directors intends to respond in due course and continues to seek to act in the best interests of the company and its shareholders.

JP Morgan Securities LLC and CS Capital Advisors, LLC are serving as financial advisor and Stroock & Stroock & Lavan LLP is serving as legal advisor to Monmouth.

About Monmouth
Founded in 1968, Monmouth Real Estate Investment Corporation is one of the oldest public equity REITs in the world. The company specializes in single-tenant net-lease industrial properties that are rented out on a long-term basis, mainly to tenants with an investment grade rating. Monmouth Real Estate Investment Corporation is a fully integrated, self-managed real estate company whose real estate portfolio consists of 121 properties totaling approximately 24.7 million lettable square feet, geographically spread across 32 states. The company’s occupancy rate at this point is 99.7%.

Forward-Looking Statements
Some of the statements contained in this press release constitute forward-looking statements within the meaning of federal securities laws, including, but not limited to, statements regarding the merger with EQC. All forward-looking statements in this press release are intended to be made in accordance with 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, expected events or trends, and similar statements about matters that are not historical facts. In some instances, you can identify forward-looking statements by using forward-looking terminology such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “Projections,” “potential,” or the negative of these words and phrases, or similar words or phrases that are predictions or indications of future events or trends and are not related solely to historical matters. You can also identify forward-looking statements by discussing strategies, plans, or intentions. All forward-looking statements in this press release reflect Monmouth’s current beliefs about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that could cause actual results to differ materially from those expressed in any forward-looking statements. For further discussion of other factors that could cause Monmouth’s future results to differ materially from forward-looking statements, see the “Risk Factors” section in Monmouth’s latest Annual Report on Form 10-K and in its Quarterly Reports on Form 10-Q. While forward-looking statements reflect Monmouth’s beliefs, they are not guarantees of future performance. Monmouth disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, data or method, future events or other changes.

Participant in the tender
Monmouth and some of its directors and officers, as well as other employees, may be considered participants in the solicitation of proxies from Monmouth’s shareholders in connection with the proposed merger with EQC under SEC rules. Investors can obtain information regarding the names, affiliations, and interests of Monmouth’s directors and officers 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 as well as Monmouth’s other filings with the SEC. Further information on the participants in the proxy recruitment and a description of their direct and indirect interests, by holdings or otherwise, is contained in the proxy statement / prospectus and other relevant proxy materials filed with the SEC in relation to the proposed merger have been submitted.

No offer or solicitation
This announcement does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell any securities, or a solicitation of a vote or approval, nor does a sale of securities in any jurisdiction in which such offer or solicitation take place or such sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered unless it is a prospectus that complies with Section 10 of the US Securities Act of 1933, as amended.

Additional information and where to find it
In connection with the proposed merger between Monmouth and EQC, EQC has filed a registration statement on Form S-4 with the SEC effective July 23, 2021 to register the common stock of EQC subject to the merger. The registration statement contains a joint proxy statement / prospectus filed by EQC and Monmouth with the SEC and sent to EQC common shareholders for approval of the share issue and to Monmouth common shareholders for approval of the merger (the “Joint declaration of proxy / the joint prospectus”). EQC and Monmouth have also filed with the SEC an amendment to the joint proxy statement / prospectus describing the amended terms of the merger and sent it to their respective common stockholders. EQC and Monmouth may also file other documents with the SEC regarding the proposed merger and share issue. BEFORE A VOTE OR AN INVESTMENT DECISION, THE MONMOUTH SHAREHOLDERS URGENTLY REQUEST THE ENTIRE REGISTRATION DECLARATION AND THE JOINT PROXY DECLARATION / PROSPECTUS AND AMENDMENT OF THESE AS WELL AS ALL OTHER RELEVANT DOCUMENTS, ALSO TO THE DOCUMENTS INCLUDES INFORMATION ABOUT MONMOUTH, EQC AND THE PROPOSED COMBINATIONS. Shareholders can obtain free copies of the registration statement and joint proxy statement / prospectus and other documents filed with the SEC through the SEC’s website at www.sec.gov. Copies of documents filed with the SEC will also be available free of charge from Monmouth on the Monmouth website at www.mreic.reit.

Contacts:

Investors
Becky Coleridge
(732) 577-9996
[email protected]

media
Andrew Siegel / Amy Feng / Kara Brickman
Joel Frank
(212) 355-4449