The Town and Country Trust Receives Revised Offer From Oriole Partnership and Magazine Acquisition and Determines That Oriole Pa
February 13 2006 - 11:44PM
PR Newswire (US)
BALTIMORE, Feb. 13 /PRNewswire-FirstCall/ -- The Town and Country
Trust (NYSE:TCT), a multifamily real estate investment trust,
announced that it had received on February 13, 2006 a revised
definitive offer from Oriole Partnership to acquire TCT for $40.15
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"). The revised
definitive offer replaces Oriole Partnership's previous definitive
proposal which TCT received on February 8, 2006, and will remain
open for acceptance by TCT until 10:00 a.m. on Friday, February 17,
2006. Additionally, TCT announced that prior to receiving the
revised Oriole Partnership offer it had received a proposal from
Magazine Acquisition to increase to $39.60 per share or limited
partnership unit of TCT's operating partnership, plus a pro-rata
payment in respect of TCT dividends as payable under TCT's existing
merger agreement with Magazine Acquisition. TCT also announced that
its Board of Trustees has determined that Oriole Partnership's
revised definitive offer of $40.15 per share is a superior
transaction to the merger contemplated by TCT's merger agreement
with Magazine Acquisition. Under the terms of TCT's merger
agreement with Magazine Acquisition, following the determination by
TCT's Board of Trustees that Oriole Partnership's offer is a
superior transaction, Magazine Acquisition has three business days,
or until 11:59 p.m. on February 16, 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 existing merger agreement with Magazine
Acquisition to enter into an agreement with Oriole Partnership
relating to its revised definitive offer. TCT cautioned that no
assurances can be given that Oriole Partnership's revised
definitive offer will result in a transaction with Oriole
Partnership, at the price set forth in its offer or otherwise.
TCT's current merger agreement with Magazine Acquisition (which
TCT's Board of Trustees continues to recommend and for which TCT
will seek shareholder approval at a special meeting of shareholders
to be held on March 9, 2006) provides that each share of TCT common
stock and each limited partnership unit of TCT's operating
partnership would be exchanged for $33.90 in cash, plus a pro-rata
payment in respect of TCT dividends. 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: The Town and
Country Trust CONTACT: Harvey Schulweis, Chairman and Chief
Executive Officer of The Town and Country Trust, +1-212-407-2170;
or Investor Inquiries: Joseph Calabrese of Financial Relations
Board, +1-212-827-3772 Web site: http://www.tctrust.com/
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