The Town And Country Trust Concludes Oriole Partnership Offer Is Superior
February 03 2006 - 9:45AM
PR Newswire (US)
BALTIMORE, Feb. 3 /PRNewswire-FirstCall/ -- The Town and Country
Trust (NYSE:TCT), a multifamily real estate investment trust,
announced that its Board of Trustees has determined that the
definitive offer of Oriole Partnership received by TCT on February
2, 2006 is a superior transaction to the merger contemplated by
TCT's merger agreement with Magazine Acquisition GP LLC, Magazine
Acquisition LP and Magazine Acquisition LLC (collectively,
"Magazine Acquisition"). On February 2, 2006, Oriole Partnership
made an offer to acquire TCT for $36.00 per share or limited
partnership interest of TCT's operating partnership, plus a
pro-rata payment in respect of TCT dividends as contemplated by the
current merger agreement with Magazine Acquisition. TCT is
currently party to a merger agreement with Magazine Acquisition
providing for the acquisition of TCT by Magazine Acquisition. TCT's
merger agreement with Magazine Acquisition provides for a payment
of $33.90 per share or common unit, plus a pro-rata payment in
respect of TCT dividends. 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.
Under the terms of TCT's merger agreement with Magazine
Acquisition, following the determination by the board that Oriole
Partnership's offer is a superior transaction, Magazine Acquisition
has three business days, or until 11:59 p.m. on February 7, 2006,
to match Oriole Partnership's offer 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 with a third party
relating to such superior proposal. Oriole Partnership's offer will
remain open for acceptance by TCT until 1:00 p.m. on February 8,
2006. Oriole Partnership has previously announced that it
anticipates that the proposed transaction will close in the first
quarter of 2006. Oriole Partnership's definitive offer contemplates
that any definitive agreement that may be entered into with TCT
will have a termination date of July 1, 2006. TCT cautioned that no
assurances can be given that the Oriole Partnership offer will
result in a transaction with Oriole Partnership, at the price set
forth in its offer or otherwise. TCT's Board of Trustees continues
to recommend the existing merger agreement with Magazine
Acquisition and the merger agreement with Magazine Acquisition
continues to be in effect. 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. First Call Analyst: FCMN
Contact: DATASOURCE: The Town and Country Trust CONTACT: Harvey
Schulweis, Chairman and Chief Executive Officer, The Town and
Country Trust, +1-212-407-2170, Joseph Calabrese of Financial
Relations Board +1-212-827-3772 Web site: http://www.tctrust.com/
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