The Town and Country Trust Receives Definitive Offer from Oriole Partnership
February 02 2006 - 12:22PM
PR Newswire (US)
BALTIMORE, Feb. 2 /PRNewswire-FirstCall/ -- The Town and Country
Trust (NYSE:TCT), a multifamily real estate investment trust,
acknowledges receipt today, February 2, 2006, of a definitive offer
from Oriole Partnership to acquire TCT for $36.00 per share or
limited partnership unit of TCT's operating partnership, plus a
pro-rata payment in respect of TCT dividends as contemplated by the
existing agreement and plan of merger, dated December 19, 2005,
among TCT, The TC Operating Limited Partnership, Magazine
Acquisition GP LLC, Magazine Acquisition LP and Magazine
Acquisition LLC (collectively, "Magazine Acquisition"). TCT's
current merger agreement with Magazine Acquisition provides that
each share of TCT common stock and each common unit of TCT's
operating partnership would be exchanged for $33.90 in cash, plus a
pro-rata payment in respect of TCT dividends. Oriole Partnership's
offer will remain open for acceptance by TCT until 1:00 p.m. on
Wednesday, February 8, 2006. TCT's Board of Trustees will evaluate
all aspects of the offer from Oriole Partnership, with the
assistance of its investment bankers, Lazard Freres & Co. LLC
together with its outside counsel, Skadden, Arps, Slate, Meagher
& Flom LLP, Venable LLP and Squire, Sanders & Dempsey LLP.
Magazine Acquisition has the right to match any superior proposal
that TCT receives from a third party before TCT's Board of Trustees
can change its recommendation with respect to the Magazine
Acquisition transaction or terminate the merger agreement with
Magazine Acquisition to enter into an agreement relating to a
superior transaction. TCT's Board of Trustees continues to
recommend the existing $33.90 per share transaction with Magazine
Acquisition and the agreement and plan of merger with Magazine
Acquisition continues to be in effect. TCT has called a special
meeting of shareholders to be held on March 9, 2006 at which TCT
will seek shareholder approval of the agreement and plan of merger
with Magazine Acquisition and the transactions contemplated
thereby. ABOUT THE TOWN AND COUNTRY TRUST TCT is a multifamily real
estate investment trust that owns and operates 38 apartment
communities with 13,183 apartment homes in the Mid-Atlantic states
and Florida. Additional information regarding TCT can be found on
TCT 's web site at http://www.tctrust.com/. MORE INFORMATION In
connection with TCT's solicitation of proxies with respect to the
meeting of shareholders called in connection with the proposed
merger with Magazine Acquisition, TCT has filed with the SEC a
definitive proxy statement which was mailed to shareholders on or
around January 30, 2006. SHAREHOLDERS ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT DISTRIBUTED TO SHAREHOLDERS BECAUSE IT
CONTAINS IMPORTANT INFORMATION. Shareholders may obtain, free-of-
charge, a copy of the definitive proxy statement and other relevant
documents filed with the SEC from the SEC's website at
http://www.sec.gov/. Shareholders may also obtain a free-of-charge
copy of the definitive proxy statement and other relevant documents
by directing a request by mail or telephone to The Town and Country
Trust, 300 East Lombard Street, Baltimore, Maryland 21202,
Attention: Secretary, telephone: (410) 539-7600, or from TCT's
website at http://www.tctrust.com/. TCT and certain of its
directors, executive officers and other members of management and
employees may, under the rules of the SEC, be deemed to be
"participants" in the solicitation of proxies from shareholders of
TCT in favor of the proposed merger with Magazine Acquisition.
Information regarding the persons who may be considered
"participants" in the solicitation of proxies, including their
beneficial ownership of TCT common stock as of January 26, 2005, is
set forth in TCT's definitive proxy statement as filed with the
SEC. Information regarding the trustees and executive officers of
TCT is included in its definitive proxy statements for its 2005
Annual Meetings filed with the SEC in March 2005 and may be
obtained free of charge at the SEC's website at http://www.sec.gov/
or at TCT's website at http://www.tctrust.com/. This communication
shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. DATASOURCE: Town and
Country Trust CONTACT: Harvey Schulweis, Chairman and Chief
Executive Officer of The Town and Country Trust, +1-212-407-2170;
or Joseph Calabrese, (Investor Inquiries) of Financial Relations
Board, +1-212-827-3772 Web site: http://www.tctrust.com/
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