Monmouth Real Estate Investment Corporation Announces Receipt of Amendment to Unsolicited … | News
Monmouth shareholders do not need to take any action at this time
HOLMDEL, NJ, July 16, 2021 (GLOBE NEWSWIRE) – Monmouth Real Estate Investment Corporation (NYSE: MNR, “Monmouth” or “the Company”) announced today that it has received an amendment to the unsolicited tender offer it has received had previously received on July 8, 2021 from a certain large private investment firm. The change in proposal reflects an increase of $ 0.18 per share in consideration that would be paid for each Monmouth common share, resulting in a net cash payment of $ 18.88 per share, which is 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 previously entered into the Merger Agreement with Equity Commonwealth (“EQC”) under its terms to accept the amended proposal quits. The increase is a result of the investment firm’s decision not to reduce the purchase price by the $ 0.18 per share of Monmouth common stock previously announced by Monmouth’s board of directors on July 1, 2021, and to be released on or about December 15, 2021 . September 2021 was payable. On July 16, 2021, Monmouth common stock closed at $ 19.23 per share.
As previously announced, Monmouth entered into a definitive merger agreement with EQC on May 4, 2021, under which EQC has agreed to acquire Monmouth in an approximately $ 3.4 billion equity transaction, including the assumption of debt. The combined company is expected to have a pro forma stock market capitalization of approximately $ 5.5 billion.
In accordance with its legal obligations and in consultation with its financial and legal advisers, the Monmouth Board of Directors is now reviewing the amended proposal and has not made a decision as to what action to take in response to the proposal. The Board of Directors of the Company intends to respond to the proposal in due course and will continue 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 120 properties totaling approximately 24.5 million square feet of lettable space, geographically spread across 31 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 may identify forward-looking statements using forward-looking terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “expect,” “believe”, “estimate”, ” “Forecasts”, “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.
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 constitute 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 with EQC, Monmouth intends to file a proxy statement / prospectus with the US Securities and Exchange Commission which will be sent to Monmouth common shareholders with a request for approval of the proposed merger, EQC common shareholders who have given their consent soliciting the issue of EQC common shares in connection with the merger. Monmouth and EQC may also file other documents with the SEC regarding the proposed merger. This press release is not intended and is not intended to be a substitute for such filings or other documents that Monmouth and / or EQC may file with the SEC in connection with the proposed merger. PRIOR TO ANY VOTE OR AN INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE REQUIRED TO FOLLOW THE FINAL DECLARATION OF MEETING / PROSPECTUS, AS WELL AS ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND ANY ADDITIONAL SUPPLIES. CAREFULLY AND IN YOUR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MONMOUTH, EQC AND THE PROPOSED PARTIES. Investors and securityholders can obtain free copies of the proxy statement / prospectus and other documents Monmouth has filed with the SEC through the SEC’s website at www.sec.gov when they become available. In addition, investors and security holders can obtain free copies of the proxy statement / prospectus and other documents filed with the SEC on the Monmouth website at www.mreic.reit.
Contacts:
Investors Becky Coleridge (732) 577-9996 [email protected]
Media Andrew Siegel / Amy Feng / Kara Brickman Joele Frank (212) 355-4449
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