Kimco Realty Corporation and Pan Pacific Retail Properties, Inc. Announce Preliminary Determination of Merger Agreement Consider
September 20 2006 - 6:34PM
PR Newswire (US)
NEW HYDE PARK, N.Y., and SAN DIEGO, Sept. 20 /PRNewswire-FirstCall/
-- Kimco Realty Corporation (NYSE:KIM) and Pan Pacific Retail
Properties, Inc. (NYSE:PNP) today announced that Pan Pacific
shareholders will receive 0.239555 shares of Kimco common stock and
$60 of cash for each common share of Pan Pacific in connection with
Kimco's acquisition of Pan Pacific if Kimco does not elect to delay
the closing. If Kimco does elect to delay the closing, the number
of shares of Kimco common stock that the Pan Pacific stockholders
will receive will be determined based on the average closing price
of Kimco common stock for the 10 trading days immediately preceding
the closing date. Kimco and Pan Pacific previously announced that,
as permitted by their merger agreement, Kimco has elected to pay
the $70 per share merger consideration with $60 in cash and $10 in
newly issued Kimco common stock. Kimco may revoke its stock
election at any time if the revocation would not delay the Pan
Pacific stockholders' meeting by more than 10 business days. ABOUT
KIMCO REALTY CORPORATION Kimco has specialized in shopping center
acquisitions, development and management for over 45 years. Kimco
owns and operates the nation's largest portfolio of neighborhood
and community shopping centers with interests in 1,128 properties
comprising approximately 145.3 million square feet of leasable
space located throughout 45 states, Canada, Mexico and Puerto Rico.
For further information refer to the Company's web site at
http://www.kimcorealty.com/. ABOUT PAN PACIFIC RETAIL PROPERTIES
Pan Pacific Retail Properties, Inc. is an equity real estate
investment trust (REIT) traded on the New York Stock Exchange under
the symbol PNP. The Company is the largest neighborhood shopping
center REIT focused exclusively on the West Coast. Pan Pacific's
portfolio currently totals 138 properties, encompassing
approximately 22.6 million square feet of retail space. The
portfolio is principally diversified across five distinct regions
in the Western United States: Northern California, Southern
California, Washington, Oregon and Nevada. Pan Pacific specializes
in the acquisition, ownership and management of community and
neighborhood shopping centers for everyday essentials. The
Company's strategy is aimed at generating long-term stable cash
flow through maintaining a diverse portfolio and tenant base,
balanced with consistent growth through its acquisition and
property management programs. Pan Pacific is headquartered in Vista
(San Diego), California, and has regional offices located in
Sacramento, California; Kent, Washington; Portland, Oregon; and Las
Vegas, Nevada. Additional information on Pan Pacific is available
on the Company's website at http://www.pprp.com/. Forward-Looking
Statements This press release contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements
other than statements of historical facts included in this press
release are forward-looking statements. All forward-looking
statements speak only as of the date of this press release. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance, achievements or transactions of Kimco, Pan Pacific and
their affiliates or industry results or the benefits of the
proposed merger to be materially different from any future results,
performance, achievements or transactions expressed or implied by
such forward-looking statements. Such risks, uncertainties and
other factors relate to, among others, approval of the transaction
by the shareholders of Pan Pacific, the satisfaction of the other
closing conditions to the transaction, and Kimco's right under the
merger agreement to revoke its election to include stock in the
merger consideration and to delay the closing. Additional
information or factors which could impact the companies and the
forward-looking statements contained herein are included in each
company's filings with the Securities and Exchange Commission. The
companies assume no obligation to update or supplement
forward-looking statements that become untrue because of subsequent
events. Additional Information and Where to Find It This press
release does not constitute an offer of any securities for sale. In
connection with the proposed transaction, Kimco and Pan Pacific
have filed a definitive proxy statement/prospectus dated August 23,
2006 with the Securities and Exchange Commission as part of a
registration statement regarding the proposed merger. Investors and
security holders are urged to read the proxy statement/prospectus
because it contains important information about Kimco and Pan
Pacific and the proposed merger. Investors and security holders may
obtain a free copy of the definitive proxy statement/prospectus and
other documents filed by Kimco and Pan Pacific with the SEC at the
SEC's website at http://www.sec.gov/. The definitive proxy
statement/prospectus and other relevant documents may also be
obtained free of charge from Kimco or Pan Pacific by directing such
request to: Kimco Realty Corporation, 3333 New Hyde Park Road, New
Hyde Park, New York 11042-0020 Attention: Investor Relations or Pan
Pacific Retail Properties, Inc., 1631B South Melrose Drive, Vista,
California 92083 Attention: Investor Relations. Investors and
security holders are urged to read the proxy statement, prospectus
and other relevant material before making any voting or investment
decisions with respect to the merger. Kimco and Pan Pacific and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of Pan Pacific in connection with the merger.
Information about Kimco and its directors and executive officers,
and their ownership of Kimco securities, is set forth in the proxy
statement for the 2006 Annual Meeting of Stockholders of Kimco,
which was filed with the SEC on April 12, 2006. Information about
Pan Pacific and its directors and executive officers, and their
ownership of Pan Pacific securities, is set forth in the proxy
statement for the 2006 Annual Meeting of Stockholders of Pan
Pacific, which was filed with the SEC on March 24, 2006. Additional
information regarding the interests of those persons may be
obtained by reading the proxy statement/prospectus. Kimco Contact:
Pan Pacific Contact: Scott G. Onufrey Carol Merriman Vice President
- Investor Relations Investor Relations 516-869-7190 760-598-2002
DATASOURCE: Kimco Realty Corporation CONTACT: Kimco Contact: Scott
G. Onufrey, Vice President - Investor Relations, +1-516-869-7190;
or Pan Pacific Contact: Carol Merriman, Investor Relations,
+1-760-598-2002 Web site: http://www.kimcorealty.com/
http://www.pprp.com/
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