Equity Office Receives Proposal from Vornado Realty Trust
February 01 2007 - 11:56AM
Business Wire
Equity Office Properties Trust (NYSE: EOP) confirmed that it
received today a revised proposal from Vornado Realty Trust. The
proposal states that Vornado proposes to acquire Equity Office for
$56 per common share, payable (i) $31 in cash and (ii) in Vornado
common shares having a value (based on an average price during a
period prior to the closing specified in the transaction documents)
equal to $25, except that the fraction of a Vornado common share
that would be issued per Equity Office common share would not be
less than .1852 nor more than .2174. The proposal states that this
collar assures that the overall value of the Vornado proposal would
remain $56 per Equity Office common share so long as the Vornado
common share price remains between $115 per share and $135 per
share, as compared to Vornado�s closing price yesterday of $122.35.
Equity Office�s Board of Trustees, consistent with its duties and
Equity Office�s obligations under its existing merger agreement
with affiliates of The Blackstone Group, will evaluate Vornado�s
proposal in due course. There can be no assurance that Equity
Office will enter into a definitive agreement with Vornado. Equity
Office's Board of Trustees continues to recommend the approval of
the transaction with affiliates of The Blackstone Group by Equity
Office�s common shareholders. The special meeting of shareholders
to vote on the merger agreement with affiliates of The Blackstone
Group remains scheduled to be convened on February 5, 2007. If
approved by shareholders, and subject to satisfaction of other
closing conditions, the transaction with The Blackstone Group would
be expected to close on or about February 8, 2007. Equity Office
will file a current report on Form 8-K with the Securities and
Exchange Commission (the "SEC") containing a copy of the proposal
from Vornado. The current report on Form 8-K will be available on
the SEC's website, http://www.sec.gov, and on Equity Office's
website, http://www.equityoffice.com. Shareholders are urged to
read the proposal. About Equity Office Equity Office is the largest
publicly traded owner and manager of office properties in the
United States by building square footage. At December 31, 2006,
Equity Office had a national office portfolio comprised of whole or
partial interests in 543 office buildings comprising 103.1 million
square feet in 16 states and the District of Columbia. As of that
date, Equity Office owned buildings in 24 markets and in 98
submarkets, enabling it to provide premium office space for a wide
range of local, regional and national customers. EOP Operating
Limited Partnership is a Delaware limited partnership through which
Equity Office conducts substantially all of its business and owns,
either directly or indirectly through subsidiaries, substantially
all of its assets. Forward-Looking Statements This press release
contains certain forward-looking statements based on current Equity
Office management expectations. Those forward-looking statements
include all statements other than those made solely with respect to
historical fact. Numerous risks, uncertainties and other factors
may cause actual results, performance or transactions of Equity
Office and its subsidiaries to differ materially from those
expressed in any forward-looking statements. For example, the
proposal from Vornado may not result in a definitive agreement for
an alternative transaction. Other factors include, but are not
limited to: (1) the failure to satisfy the conditions to completion
of the proposed mergers with affiliates of The Blackstone Group,
including the receipt of the required shareholder approval; (2) the
failure to obtain the necessary financing arrangements set forth in
the commitment letters received by Blackhawk Parent LLC (an
affiliate of The Blackstone Group) in connection with the proposed
mergers and the actual terms of such financings; (3) the failure of
the proposed mergers to close for any other reason; (4) the
occurrence of any effect, event, development or change that could
give rise to the termination of the merger agreement; (5) the
outcome of the legal proceedings that have been, or may be,
instituted against Equity Office and others following the
announcement of the proposed mergers; (6) the risks that the
proposed transactions disrupt current plans and operations
including potential difficulties in employee retention; (7) the
amount of the costs, fees, expenses and charges related to the
proposed mergers; and (8) the substantial indebtedness that will
need to be incurred to finance consummation of the proposed mergers
and related transactions, including the tender offers and consent
solicitations and other refinancings of Equity Office and its
subsidiaries; and other risks that are set forth in the "Risk
Factors," "Legal Proceedings" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" sections
of Equity Office's and EOP Operating Limited Partnership's filings
with the SEC. Many of the factors that will determine the outcome
of the subject matter of this press release are beyond Equity
Office's ability to control or predict. Equity Office undertakes no
obligation to revise or update any forward-looking statements, or
to make any other forward-looking statements, whether as a result
of new information, future events or otherwise. Additional
Information About the Merger and Where to Find It In connection
with proposed merger transactions involving Equity Office and EOP
Operating Limited Partnership and affiliates of The Blackstone
Group, Equity Office filed a definitive proxy statement and proxy
statement supplement with the SEC and furnished the definitive
proxy statement and proxy statement supplement to Equity Office's
shareholders. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY
STATEMENT AND PROXY STATEMENT SUPPLEMENT BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTIONS.
Shareholders can obtain the proxy statement, the proxy statement
supplement and all other relevant documents filed by Equity Office
with the SEC free of charge at the SEC's website at www.sec.gov or
from Equity Office Properties Trust, Investor Relations at Two
North Riverside Plaza, Suite 2100, Chicago, Illinois, 60606, (800)
692-5304 or at www.equityoffice.com. The contents of the Equity
Office website are not made part of this press release.
Participants in the Solicitation Equity Office and its trustees and
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
to the proposed merger transactions. Information about Equity
Office and its trustees and executive officers, and their ownership
of Equity Office's securities, is set forth in the definitive proxy
statement and proxy statement supplement relating to the proposed
merger transactions described above.
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