American Campus Communities Announces Proxy Advisory Firm Glass Lewis Joins ISS in Recommending Stockholders Vote “FOR” Proposed Acquisition by Blackstone Funds
2022年7月26日 - 6:30AM
ビジネスワイヤ(英語)
American Campus Communities, Inc. (NYSE:ACC), the largest
owner, manager and developer of high-quality student housing
properties in the U.S., today announced that Glass, Lewis &
Co., another leading independent proxy advisory firm, has joined
Institutional Shareholder Services Inc. (“ISS”), in recommending
that stockholders vote “FOR” the previously announced
all-cash acquisition of the company by Blackstone Core+ perpetual
capital vehicles, primarily comprised of Blackstone Real Estate
Income Trust, Inc. (“BREIT”), alongside Blackstone Property
Partners L.P. (“BPP”), at the company’s upcoming Special Meeting of
Stockholders (the “Special Meeting”) scheduled for August 4, 2022
at 10:00 a.m., Central Time.
As previously announced, the company and affiliates of BREIT and
BPP have entered into a definitive merger agreement pursuant to
which such affiliates have agreed to acquire the outstanding shares
of common stock of the company for $65.47 per share. The proposed
acquisition is expected to be completed on or about August 9, 2022,
subject to approval by the company’s stockholders and the
satisfaction or waiver of other customary closing conditions.
Our Board of Directors recommends that you vote “FOR” the
proposed merger. All stockholders of record as of the close of
business on June 14, 2022 are entitled to vote at the Special
Meeting.
The company’s stockholders are reminded that their vote is
extremely important, no matter how many shares they own. To follow
the recommendations of ISS and our Board of Directors, stockholders
should vote “FOR” the proposed merger today.
If you have any questions about the Special Meeting or need
assistance voting your shares, please contact our proxy solicitor,
MacKenzie Partners, Inc., by email at proxy@mackenziepartners.com
or by phone at (800) 322-2885.
About American Campus Communities
American Campus Communities, Inc. is the largest owner, manager
and developer of high-quality student housing communities in the
United States. The company is a fully integrated, self-managed and
self-administered equity real estate investment trust (REIT) with
expertise in the design, finance, development, construction
management and operational management of student housing
properties. As of June 30, 2022, American Campus Communities owned
166 student housing properties containing approximately 111,900
beds. Including its owned and third-party managed properties, ACC's
total managed portfolio consisted of 204 properties with
approximately 143,100 beds. Visit www.americancampus.com.
Additional Information and Where to Find It
In connection with the proposed transaction, the company has
filed with the Securities and Exchange Commission (the “SEC”) a
proxy statement on Schedule 14A with the SEC (the “Special Meeting
Proxy Statement”), and has mailed the definitive Special Meeting
Proxy Statement and a proxy card to each stockholder entitled to
vote at the special meeting relating to the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF ACC ARE URGED TO READ THE SPECIAL
MEETING PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
TRANSACTION THAT ACC FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The Special Meeting Proxy Statement and any other
documents filed by ACC with the SEC (when available) may be
obtained free of charge at the SEC’s website at www.sec.gov or at
ACC’s website at www.americancampus.com or by writing to American
Campus Communities, Inc., Attention: Investor Relations, 12700 Hill
Country Boulevard, Suite T-200, Austin, TX 78738.
Participants in the Solicitation
The Company and its directors and executive officers may be
considered participants in the solicitation of proxies with respect
to the proposed transaction under the rules of the SEC. Information
about the directors and executive officers of the Company is set
forth in its proxy statement for the 2022 annual meeting of
stockholders on Schedule 14A filed with the SEC on April 20, 2022
and subsequent documents filed with the SEC. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, have also been included in the Special
Meeting Proxy Statement. Investors should read the Special Meeting
Proxy Statement carefully before making any voting or investment
decisions.
Forward-Looking Statements
In addition to historical information, this press release
contains forward-looking statements under the applicable federal
securities law. These statements are based on management’s current
expectations and assumptions regarding markets in which American
Campus Communities, Inc. (the “Company”) operates, operational
strategies, anticipated events and trends, the economy, and other
future conditions. Forward-looking statements are not guarantees of
future performance and involve certain risks and uncertainties,
which are difficult to predict. These risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied in the forward looking-statements include but
are not limited to: the ability to complete the proposed
transaction on the proposed terms or on the anticipated timeline,
or at all, including risks and uncertainties related to securing
the necessary shareholder approval and satisfaction of other
closing conditions to consummate the proposed transaction; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement relating to
the proposed transaction; risks that the proposed transaction
disrupts the Company’s current plans and operations or diverts the
attention of the Company’s management or employees from ongoing
business operations; the risk of potential difficulties with the
Company’s ability to retain and hire key personnel and maintain
relationships with suppliers and other third parties as a result of
the proposed transaction; the failure to realize the expected
benefits of the proposed transaction; the proposed transaction may
involve unexpected costs and/or unknown or inestimable liabilities;
the risk that the Company’s business may suffer as a result of
uncertainty surrounding the proposed transaction; the risk that
shareholder litigation in connection with the proposed transaction
may affect the timing or occurrence of the proposed transaction or
result in significant costs of defense, indemnification and
liability; effects relating to the announcement of the transaction
or any further announcements or the consummation of the transaction
on the market price of the Company’s common stock and those
discussed in our filings with the Securities and Exchange
Commission, including our Annual Report on Form 10-K for the year
ended December 31, 2021 under the heading “Risk Factors” and under
the heading “Business - Forward-looking Statements” and in the
other period reports the Company files with the SEC. We undertake
no obligation to publicly update any forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20220725005875/en/
AT THE COMPANY: Ryan Dennison
Investor Relations (512) 732-1000
ADDITIONAL INVESTOR CONTACT:
MacKenzie Partners, Inc. Bob Marese (212) 929-5500
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