ATLANTA and DALLAS, May 9,
2019 /PRNewswire/ -- Cousins Properties (NYSE: CUZ)
("Cousins") and TIER REIT, Inc. (NYSE: TIER) ("TIER") announced
today that they will each hold special meetings of their respective
stockholders (the "Special Meetings") on Wednesday, June 12, 2019. The Cousins
Special Meeting will take place at 2:00 p.m.
Eastern Time, at 3344 Peachtree Road NE, Suite 1800,
Atlanta, GA 30326. The TIER
Special Meeting will take place at 4:00 p.m.
Central Time, at Park City Club, 5956 Sherry Lane, Suite
1700, Dallas, TX 75225. At the
Special Meetings, Cousins and TIER stockholders will vote on, among
other things, proposals related to the previously announced
agreement and plan of merger, pursuant to which TIER will merge
with and into a wholly owned subsidiary of Cousins in a
stock-for-stock transaction. If the merger-related proposals
are approved by the companies' respective stockholders, the closing
of the proposed transaction is expected to occur shortly
thereafter, subject to satisfaction of previously disclosed closing
conditions.
About Cousins Properties
Cousins Properties is a
fully integrated, self-administered and self-managed real estate
investment trust (REIT). The Company, based in Atlanta, GA and acting through its operating
partnership, Cousins Properties LP, primarily invests in Class A
office towers located in high-growth Sun Belt markets. Founded in
1958, Cousins creates shareholder value through its extensive
expertise in the development, acquisition, leasing, and management
of high-quality real estate assets. The Company has a comprehensive
strategy in place based on a simple platform, trophy assets and
opportunistic investments. For more information, please visit
www.cousins.com.
About TIER REIT, Inc.
TIER REIT, Inc. is a publicly
traded, self-managed, Dallas-based
real estate investment trust focused on owning quality,
well-managed commercial office properties in dynamic markets
throughout the U.S. TIER REIT's vision is to be the premier owner
and operator of best-in-class office properties in TIER1
submarkets, which are primarily higher density and amenity-rich
locations within select, high-growth metropolitan areas that offer
a walkable experience to various amenities. TIER's mission is to
provide unparalleled, TIER ONE Property Services to its tenants and
outsized total return through stock price appreciation and dividend
growth to its stockholders. For additional information regarding
TIER REIT, please visit www.tierreit.com.
Contacts
Cousins Properties
Investors:
Roni Imbeaux
Vice President, Finance & Investor Relations
404-407-1104
RImbeaux@cousins.com
TIER REIT, INC.
Investors:
Scott McLaughlin
Senior Vice President, Investor Relations & Tax Strategy
972-483-2465
SMcLaughlin@TIERREIT.com
Cautionary Statement Regarding Forward-Looking
Information
In addition to historical information, this communication
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements, which are based on current
expectations, estimates and projections about the industry and
markets in which Cousins and TIER operate and beliefs of and
assumptions made by Cousins management and TIER management, involve
uncertainties that could significantly affect the financial or
operating results of Cousins, TIER or the combined company. Words
such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," "will," "should," "may," "projects," "could,"
"estimates" or variations of such words and other similar
expressions are intended to identify such forward-looking
statements, which generally are not historical in nature, but not
all forward-looking statements include such identifying words. Such
forward-looking statements include, but are not limited to,
projections of earnings, statements of plans for future operations
or expected revenues, statements about the benefits of the
transaction involving Cousins and TIER, including future financial
and operating results, the combined company's plans, objectives,
expectations and intentions. All statements that address operating
performance, events or developments that we expect or anticipate
will occur in the future — including statements relating to
creating value for stockholders, benefits of the proposed
transaction to stockholders, employees, tenants and other
constituents of the combined company, rent and occupancy growth,
development activity and changes in sales or contribution volume of
developed properties, integrating our companies, cost savings, the
expected timetable for completing the proposed transaction, general
conditions in the geographic areas where we operate and the
availability of capital in existing or new property funds — are
forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although we believe the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, we can give no assurance that our
expectations will be attained and therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. For example, these
forward-looking statements could be affected by factors including,
without limitation, risks associated with (i) national,
international, regional and local economic climates,
(ii) changes in financial markets, interest rates and foreign
currency exchange rates, (iii) increased or unanticipated
competition for our properties, (iv) risks associated with
acquisitions, (v) the potential liability for a failure to
meet regulatory requirements, including the maintenance of real
estate investment trust status, (vi) availability of financing
and capital, (vii) changes in demand for developed properties,
(viii) risks associated with achieving expected revenue
synergies or cost savings, (ix) risks associated with the
ability to consummate the transaction and the timing of the closing
of the transaction, (x) the ability to successfully integrate
our operations and employees following the closing of the
transaction, (xi) material changes in the dividend rates on
securities or the ability to pay dividends on common shares or
other securities, (xii) potential changes to tax legislation,
(xiii) adverse changes in financial condition of joint venture
partner(s) or major tenants, (xiv) risks associated with
the acquisition, development, expansion, leasing and management of
properties, (xv) the potential impact of announcement of the
proposed transaction or consummation of the proposed transaction on
relationships, including with tenants, employees and customers; the
unfavorable outcome of any legal proceedings that have been or may
be instituted against Cousins or TIER, (xvi) significant costs
related to uninsured losses, condemnation, or environmental issues,
(xvii) the ability to retain key personnel, (xviii) the
amount of the costs, fees, expenses and charges related to the
proposed transaction and the actual terms of the financings that
may be obtained in connection with the proposed transaction, and
(xix) those additional risks and factors discussed in reports
filed with the SEC by Cousins and TIER from time to time, including
those discussed under the heading "Risk Factors" in their
respective most recently filed reports on Form 10-K and 10-Q.
Except to the extent required by applicable law or regulation, each
of Cousins and TIER disclaims any duty to update any
forward-looking statements contained in this communication or to
otherwise update any of the above-referenced factors.
Important Additional Information and Where to Find It
In connection with the proposed merger, Cousins filed with the
Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 that contains a joint proxy
statement/prospectus. The registration statement was declared
effective by the SEC on May [8], 2019 and Cousins and TIER
commenced mailing the definitive joint proxy statement/prospectus
to their respective shareholders on or about May 8, 2019. STOCKHOLDERS OF COUSINS
AND TIER ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain copies of these
documents free of charge through the website maintained by the SEC
at www.sec.gov or from Cousins at its website, www.cousins.com, or
from TIER at its website, www.tierreit.com. Documents filed
with the SEC by Cousins will be available free of charge by
accessing Cousins' website at www.cousins.com under the heading
Investor Relations, or, alternatively, by directing a request by
telephone or mail to Cousins at 3344 Peachtree Road NE,
Suite 1800, Atlanta, GA
30326, and documents filed with the SEC by TIER will be available
free of charge by accessing TIER's website at www.tierreit.com
under the heading Investor Relations or, alternatively, by
directing a request by telephone or mail to TIER at 5950 Sherry
Lane, Suite 700, Dallas,
Texas 75225.
Participants in the Solicitation
Cousins and TIER and certain of their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the stockholders of TIER and Cousins in respect of the
proposed transaction under the rules of the SEC. Information
about TIER's directors and executive officers is available in
Amendment No. 1 to TIER's Annual Report on Form 10-K for
fiscal year ended December 31, 2018, and certain of its
Current Reports on Form 8-K. Information about Cousins'
directors and executive officers is available in Cousins' proxy
statement dated March 14, 2019 for its 2019 Annual Meeting of
Stockholders, and certain of its Current Reports on Form 8-K.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
definitive joint proxy statement/prospectus and other relevant
materials to be filed with the SEC regarding the merger when they
become available. Investors should read the definitive joint proxy
statement/prospectus carefully before making any voting or
investment decisions. You may obtain free copies of these documents
from TIER or Cousins using the sources indicated above.
No Offer or Solicitation
This document shall not constitute 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.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
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SOURCE Cousins Properties
