Keystone Property Trust to be Acquired By ProLogis and Eaton Vance Affiliates in $1.5 Billion Transaction
May 03 2004 - 6:20PM
PR Newswire (US)
Keystone Property Trust to be Acquired By ProLogis and Eaton Vance
Affiliates in $1.5 Billion Transaction WEST CONSHOHOCKEN, Pa., May
3 /PRNewswire-FirstCall/ -- Keystone Property Trust today announced
that it has entered into a definitive merger agreement pursuant to
which a partnership among ProLogis and affiliates of investment
companies managed by Eaton Vance Management will acquire Keystone
and its subsidiaries. Under the terms of the merger agreement,
which was unanimously approved by the Boards of Trustees of
Keystone Property Trust and ProLogis and by Eaton Vance, the
partnership will acquire all of the outstanding common shares and
common units of Keystone for $23.80 per share in cash. The
transaction represents a premium of approximately 17% over the
closing price on Friday, April 30, 2004. The transaction has a
total equity value of $850 million based upon Keystone's
approximately 35.7 million common shares outstanding on a fully
diluted and fully converted basis. The total transaction value is
approximately $1.5 billion including debt and preferred shares. The
transaction also offers certain holders of common units the option
(in lieu of cash) to elect to receive limited partnership interests
in a subsidiary of ProLogis. Jeffrey E. Kelter, President and CEO
of Keystone Property Trust, stated, "Since our formation in
December of 1997, we have built a tremendous company. Having
increased the company's asset base sixfold and delivered a compound
annual shareholder return of 16.5% since that time, we have
delivered outstanding results for our shareholders. I am also
pleased that upon completion of the transaction, the portfolio we
worked so hard to build will be in the hands of the recognized
leader in our industry." The merger is subject to approval of a
majority of Keystone Property Trust's outstanding common shares and
a majority of Keystone Operating Partnership's partner units.
ProLogis and the Eaton Vance affiliates have committed financing
for the transaction. The companies anticipate that the transaction
can be completed during the third quarter of 2004. Merrill Lynch
& Co. and Deutsche Bank Securities Inc. acted as financial
advisors to Keystone Property Trust. Clifford Chance US LLP acted
as legal counsel to Keystone Property Trust. Proxies may be
solicited on behalf of Keystone Property Trust, by members of its
board of trustees and executive officers. Information about such
persons can be found in Keystone Property Trust's definitive proxy
statement relating to its 2004 Annual Meeting of Shareholders,
which is available without charge at the U.S. Securities and
Exchange Commission's ("SEC") internet website at
http://www.sec.gov/. In connection with the proposed transaction,
Keystone Property Trust will file a proxy statement with the SEC.
Keystone Property Trust stockholders should read the proxy
statement when it is available because it will contain important
information. Investors can obtain the proxy statement and other
relevant documents, including the merger agreement relating to the
proposed transaction, without charge at the SEC's Internet website
at http://www.sec.gov/. Keystone Property Trust, with headquarters
in West Conshohocken, Pennsylvania, is a fully integrated real
estate investment trust with a current portfolio of 143 properties,
including properties under development, aggregating over 34 million
square feet in the Eastern United States. For more information,
contact Aleathia M. Hoster at (212) 527-9900, send email to or
visit the Company website at http://www.keystoneproperty.com/. This
press release may contain statements which constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding the intent, belief or current expectations of the
Company, its trustees, or its officers with respect to the future
operating performance of the Company and the result and the effect
of legal proceedings. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, and that actual results may
differ materially from those in the forward-looking statements as a
result of various factors. Important factors that could cause such
differences are described in the Company's periodic filings with
the Securities and Exchange Commission, including the Company's
Form 10-K and quarterly reports on Form 10-Q. DATASOURCE: Keystone
Property Trust CONTACT: Aleathia M. Hoster of Keystone Property
Trust, +1-212-527-9900, or Michael Beckerman, +1-908-781-6420, ,
for Keystone Property Trust Web site:
http://www.keystoneproperty.com/
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