Board of Neuberger Berman Real Estate Income Fund Continues to Recommend That Stockholders Reject Unsolicited Tender Offer
April 13 2006 - 9:45AM
Business Wire
Neuberger Berman Real Estate Income Fund Inc. (NYSE: NRL) announced
today that its Board, after careful consideration, by the unanimous
vote of the directors present, voted to continue to recommend that
common stockholders reject the unsolicited tender offer by a trust
with which Stewart R. Horejsi is affiliated to purchase up to 50%
of the issued and outstanding shares of the Fund's common stock at
a price of $19.89 per share. The Board concluded that the offer
continues to represent a substantial threat to the Fund and its
stockholders and that the unsolicited, partial and hostile nature
of the offer and the plans for the Fund announced by the Horejsi
Trust were designed to coerce Fund stockholders to tender shares
into the offer on disadvantageous terms. The Board also considered
the costs the Fund has incurred in defending against the hostile
tender offer, including litigation costs from two lawsuits related
to the tender offer and the potential reimbursement of certain
litigation costs by the Fund's insurance carrier. The Board
concluded that it was in the best interest of the Fund to continue
to defend against the hostile tender offer. In addition, the Fund
announced that today its Board amended its current rights agreement
to change the expiration date for the currently outstanding rights
from April 20, 2006 to April 17, 2006. Further, the Fund announced
that the Board adopted a new Rights Agreement under which all
common stockholders of record as of April 17, 2006 will receive
rights to purchase shares of the Fund's common stock. Each right
entitles the registered holder to purchase from the Fund six shares
of common stock at a price equal to the par value of such shares.
The rights will become exercisable 10 days following a public
announcement that a person or group of affiliated or associated
persons (collectively, an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the Fund's outstanding
shares of common stock and will expire by their own terms on August
10, 2006. However, any rights associated with shares of common
stock acquired by such Acquiring Person in excess of 12% of the
Fund's outstanding shares of common stock will be void and any
holder of such rights will not have the ability to exercise such
rights under any provision of the Rights Agreement. The description
and terms of the rights are set forth in the Rights Agreement,
which will be filed with the Securities and Exchange Commission.
Forward-Looking Statements Statements made in this release that
look forward in time involve risks and uncertainties and are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such risks and
uncertainties include, without limitation, the adverse effect from
a decline in the securities markets or a decline in the Fund's
performance, a general downturn in the economy, competition from
other funds, changes in government policy or regulation, inability
of the Fund's investment advisor to attract or retain key
employees, inability of the Fund's investment advisor to implement
its investment strategy, inability of the Fund to manage unforeseen
costs and other effects related to legal proceedings or
investigations of governmental and self-regulatory organizations.
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