CRT Properties, Inc. Signs Definitive Merger Agreement to be Acquired for $27.80 Per Share
2005年6月17日 - 10:54PM
PRニュース・ワイアー (英語)
CRT Properties, Inc. Signs Definitive Merger Agreement to be
Acquired for $27.80 Per Share BOCA RATON, Fla., June 17
/PRNewswire-FirstCall/ -- CRT Properties, Inc. (NYSE: CRO, "CRT" or
the "Company") today announced the signing of a definitive merger
agreement to be acquired by clients advised by DRA Advisors LLC
("DRA"). Under the terms of the agreement, holders of CRT's common
stock will receive $27.80 per share in cash upon the closing of the
merger. The per share purchase price represents a 15.4% premium
over CRT's closing share price on June 16, 2005, and an 17.7%
premium over the prior 10 day average share price. The total
consideration paid to holders of CRT common stock under the
agreement is approximately $936.7 million and the total transaction
value is approximately $1.7 billion, which includes indebtedness to
be assumed or repaid. The Company will pay a pro-rated dividend on
its common stock through September 30, 2005. The Company's 8.5%
Series A Cumulative Redeemable Preferred stock will be converted
into shares of 8.5% Series A Cumulative Redeemable Preferred Stock
of the surviving corporation on identical terms. Completion of the
transaction, which is currently expected to occur late in the third
quarter, is subject to approval by the Company's common
shareholders and certain other customary closing conditions. The
transaction is not subject to any financing conditions. Thomas J.
Crocker, Chief Executive Officer and Director of CRT stated, "The
CRT board of directors has unanimously approved this transaction
and will recommend its approval to the common shareholders. We
firmly believe that this transaction is in the best interest of
CRT's shareholders. This transaction demonstrates the value
inherent in our business model and the enormous efforts of all of
our employees." Wachovia Securities acted as CRT's exclusive
financial advisor in connection with the proposed transaction and
Goodwin Procter LLP provided legal advice. Blank Rome LLP provided
legal advice to DRA. Effective today, CRT has also suspended its
dividend reinvestment plan and all future dividends will be paid in
cash only. About CRT Properties, Inc. CRT Properties, Inc. owns 137
office buildings, containing approximately 11.7 million rentable
square feet, located in more than twenty-five office projects in
twelve metropolitan areas in the Southeastern United States, Texas
and Maryland. For more information about CRT Properties, Inc.,
access its website at http://www.crtproperties.com/ or contact
Investor Relations, 225 NE Mizner Boulevard, Suite 200, Boca Raton,
Florida 33432-3945. About DRA Advisors LLC DRA Advisors LLC is a
New York-based registered investment advisor specializing in real
estate investment management services for institutional and private
investors, including pension funds, university endowments,
foundations and insurance companies. Founded in 1986, the firm
currently manages approximately $3.6 billion in assets. Additional
information about DRA can be found on the company's web site at
http://www.draadvisors.com/. Additional Information About the
Merger and Where to Find It In connection with the proposed merger,
CRT will file a proxy statement and other relevant documents with
the Securities and Exchange Commission (the "SEC"). CRT URGES
SHAREHOLDERS TO REVIEW THE PROXY STATEMENT AND OTHER DOCUMENTS TO
BE FILED WITH THE SEC RELATED TO THE PROPOSED MERGER CAREFULLY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRT, DRA, THE
PROPOSED MERGER AND RELATED MATTERS. The proxy statement and other
documents to be filed with the SEC by CRT will be available without
charge on the SEC's web site at http://www.sec.gov/. A free copy of
these documents may also be obtained from CRT's Investor Relations
at the address set forth above. Shareholders are urged to read the
proxy statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the merger. The officers and directors of CRT have
interests in the proposed merger, some of which may differ from, or
may be in addition to, those of CRT's shareholders generally. In
addition, CRT, its officers, directors and certain other members of
its management and employees may be deemed to be participants in
the solicitation of proxies from the shareholders of CRT related to
the proposed merger. Information about the officers and directors
of CRT and the number of CRT common shares beneficially owned by
such persons was set forth in the proxy statement for CRT's 2005
Annual Meeting of Shareholders, which was filed with the Securities
and Exchange Commission on April 18, 2005. Shareholders may obtain
additional information regarding the direct and indirect interests
in CRT of the respective officers and directors of CRT and DRA by
reading the proxy statement regarding the merger when it becomes
available. Forward-Looking Statements Certain statements in this
release that are not historical facts may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results of CRT to differ
materially from historical results or from any results expressed or
implied by such forward-looking statements. Factors that could
cause actual results to differ materially from current expectations
include the possibility that the proposed merger may not be
consummated on the terms described in this release, or at all, that
difficulties in satisfying closing conditions could result in
closing being delayed beyond current estimates, the fact that
material litigation against the Company could be brought, the
possibility that the intended benefits of the proposed merger may
not be fully realized, changes in general economic conditions, real
estate conditions, competition, financial performance of CRT's
properties, joint ventures and investments, and environmental and
other liabilities. CRT refers you to the documents it files from
time to time with the SEC available through CRT's website at
http://www.crtproperties.com/, which discuss these and other
factors that could adversely affect CRT's results. Readers are
cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date on which they are made.
CRT undertakes no obligation to update publicly or revise any
forward-looking statements. Contact: CRT Properties, Inc., Boca
Raton, FL Thomas Brockwell, 800-850-2037 DATASOURCE: CRT
Properties, Inc. CONTACT: Thomas Brockwell of CRT Properties, Inc.,
+1-800-850-2037 Web site: http://www.crtproperties.com/
http://www.draadvisors.com/
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