American Campus Communities to Acquire GMH Communities Trust
2008年2月12日 - 5:02PM
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American Campus Communities, Inc. (NYSE: ACC), one of the nation�s
largest developers, owners and managers of high-quality student
housing properties, today announced that it has entered into a
definitive merger agreement pursuant to which American Campus
Communities will acquire GMH Communities Trust (NYSE: GCT) for
approximately $1.4 billion including outstanding debt totaling
approximately $963 million. This transaction relates solely to
GMH�s student housing business and not its military housing
business, which will be sold in a separate transaction to a U.S.
subsidiary of Balfour Beatty plc. The transaction has been
unanimously approved by the ACC board of directors and is expected
to close in the second quarter of 2008. It is subject to certain
closing conditions, including approval of the merger by GMH
Communities� shareholders and completion by GMH of the sale of its
military housing division. Completion of the transaction is not
subject to financing and does not require approval by American
Campus Communities� stockholders. Upon closing, GMH stockholders
will own approximately 15.7 percent of ACC�s outstanding equity.
Bill Bayless, CEO of American Campus Communities commented, �We
have strategically positioned the company and our balance sheet to
take advantage of value added acquisitions in this challenging
economic environment. The acquisition of GCT�s student housing
business provides us a significant opportunity for accretion in
asset value, efficiencies in general and administrative cost, the
ability to self fund a portion of our owned development pipeline
via strategic dispositions, and entry into 41 new collegiate
markets, creating opportunities for growth in each of our business
segments. We look forward to welcoming GCT�s field employees who
are joining the ACC family. Their continued hard work coupled with
our premier operating platform should provide the opportunity for
significant value creation.� Under the terms of the merger
agreement, each common share of GMH and each unit of GMH�s
Operating Partnership will be entitled to receive at the closing of
the merger (i) 0.07642 of a share of ACC common stock and (ii)
$3.36 in cash, or approximately $5.53 in value based on the closing
price of ACC�s shares of common stock on February 11, 2008. The
amounts paid to the GMH Communities� common shareholders and
operating partnership unit holders by American Campus Communities
will be in addition to the amounts payable to GMH Communities�
equity holders from the sale of the military housing division to
Balfour Beatty and the Disposition Assets described below. Pending
the closing of the merger, GMH will pay its regular quarterly
dividend, but only for the quarter ending March 31, 2008. The
merger includes the acquisition of 64 wholly owned student housing
properties as well as a minority interest in eight properties held
in two existing joint ventures. GMH Communities will have the
right, but not the obligation, to sell 10 designated assets (the
�Disposition Assets�) prior to closing. The merger agreement also
calls for Joseph M. Macchione, GMH Communities� Executive Vice
President and General Counsel, to join the American Campus board
following the merger. American Campus Communities has also entered
into an agreement with Fidelity Real Estate Group pursuant to which
American Campus and Fidelity Real Estate Group, on behalf of an
institutional fund, will form a joint venture and transfer 15 GMH
student housing properties to the venture with an estimated value
of $326 million. American Campus will provide property management
services for the properties and retain a minority interest in the
venture. Completion of the joint venture is subject to the closing
of the merger and certain other closing conditions. American Campus
will use the proceeds from this transaction to fund a portion of
the cash consideration to be paid in the merger. KeyBank National
Association has provided a commitment for a $200 million term loan
that will be used to fund the remaining portion of the cash
consideration. After the completion of the transactions, based on
current property ownership, American Campus will own 83 student
housing communities containing approximately 51,600 beds, have a
joint venture interest in 23 properties totaling approximately
13,200 beds (including eight properties held by GMH in existing
joint ventures), and provide third-party management of 26,600 beds.
Combined, the company will manage 144 properties consisting of
91,400 beds. Merrill Lynch & Co. acted as exclusive financial
advisor to American Campus. Locke Lord Bissell & Liddell LLP
served as legal counsel to the company. Conference Call The company
will hold an investor conference call to discuss the transaction on
Tuesday, February 12, 2008 at 1 p.m. ET (12 p.m. CT). To
participate by telephone, call 800.659.2037 passcode 32791522 at
least five minutes prior to the call. To listen to the live
broadcast, go to www.americancampuscommunities.com or
www.studenthousing.com at least 15 minutes prior to the call so
that required audio software can be downloaded. Informational
slides package can be accessed via the website. About American
Campus Communities American Campus Communities, Inc. is one of the
largest developers, owners and managers 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, leasing and management of
student housing properties. American Campus Communities owns and
manages a portfolio of 44 student housing communities containing
approximately 28,700 beds. Including its owned properties, the
company provides management and leasing services at a total of 63
properties with approximately 43,800 beds located on or near
college and university campuses. Additional information is
available at www.americancampuscommunities.com. About Fidelity Real
Estate Group Fidelity Real Estate Group pursues value-added real
estate investment opportunities throughout the U.S. on a fully
discretionary basis for its managed funds. The Real Estate Group is
a division of Pyramis Global Advisors, an affiliate of Fidelity
Investments. Fidelity Real Estate Group manages in excess of $14
billion on behalf of institutional and individual clients.
Forward-Looking Statements This news release contains
forward-looking statements, which express the current beliefs and
expectations of management. Except for historical information, the
matters discussed in this news release are forward-looking
statements and can be identified by the use of the words
�anticipate,� �believe,� �expect,� �intend,� �may,� �might,�
�plan,� �estimate,� �project,� �should,� �will,� �result� and
similar expressions. Such statements are based on current
expectations and involve a number of known and unknown risks and
uncertainties that could cause our future results, performance or
achievements to differ significantly from the results, performance
or achievements expressed or implied by such forward-looking
statements. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of
various factors, including risks and uncertainties related to the
proposed transactions (including but not limited to (i) the
occurrence of any effect, event, development or change that could
give rise to the termination of the definitive agreements, (ii)�the
inability to complete the proposed transactions, including in the
case of the merger, due to the failure of GMH�s shareholders to
approve the merger, (iii) the failure of any party to satisfy the
conditions to the closing of the transactions and (iv) the failure
of ACC to obtain the necessary financing arrangements set forth in
a commitment letter received in connection with the proposed
merger), inherent in the national economy, the real estate industry
in general, and in our specific markets; the effect of terrorism or
the threat of terrorism; legislative or regulatory changes
including changes to laws governing REITs; our dependence on key
personnel whose continued service is not guaranteed; availability
of qualified acquisition and development targets; availability of
capital and financing; rising interest rates; rising insurance
rates; impact of ad valorem and income taxation; changes in
generally accepted accounting principals; and our continued ability
to successfully lease and operate our properties. While we believe
these forward-looking statements are based on reasonable
assumptions, we can give no assurance that our expectations will be
achieved. These forward-looking statements are made as of the date
of this news release, and we undertake no obligation to update
publicly or revise any forward-looking statement, whether as a
result of new information, future developments or otherwise.
Additional Information about the Merger and Where to Find It This
press release does not constitute an offer of any securities for
sale. In connection with the merger, American Campus Communities,
Inc. (�ACC�) intends to file with the SEC a registration statement
on Form S-4, which will include a proxy statement/prospectus of GMH
Communities Trust (�GMH�) and ACC and other relevant materials in
connection with the proposed transactions. Investors and security
holders of ACC and GMH are urged to read the proxy
statement/prospectus and the other relevant material when they
become available because they will contain important information
about ACC, GMH and the proposed transactions. The proxy
statement/prospectus and other relevant materials (when they become
available), and any and all documents filed by ACC or GMH with the
SEC, may be obtained free of charge at the SEC�s web site at
www.sec.gov. Investors and security holders may obtain free copies
of the documents filed with the SEC by ACC by directing a written
request to American Campus Communities, Inc., 805 Las Cimas
Parkway, Suite 400, Austin, Texas 78746 Attention: Investor
Relations. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by GMH Communities
by directing a written request to GMH Communities Trust, 10 Campus
Boulevard, Newtown Square, Pennsylvania 19073, Attention: Investor
Relations. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS WHEN
THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS. ACC, GMH and
their respective executive officers, directors and trustees may be
deemed to be participants in the solicitation of proxies from the
security holders of GMH in connection with the merger. Information
about those executive officers and directors of ACC and their
ownership of ACC common stock is set forth in the proxy statement
for ACC�s 2007 Annual Meeting of Stockholders, which was filed with
the SEC on March 29, 2007. Information about the executive officers
and trustees of GMH and their ownership of GMH common shares is set
forth in the proxy statement for GMH�s 2007 Annual Meeting of
Shareholders, which was filed with the SEC on May 8, 2007.
Investors and security holders may obtain additional information
regarding the direct and indirect interests of ACC, GMH and their
respective executive officers, directors and trustees in the merger
by reading the proxy statement and prospectus regarding the merger
when they become available.
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