Essex Property Trust Stockholders Approve Issuance of Shares in Connection With BRE Merger
March 28 2014 - 4:01PM
Marketwired
Essex Property Trust Stockholders Approve Issuance of Shares in
Connection With BRE Merger
PALO ALTO, CA--(Marketwired - Mar 28, 2014) - Essex
Property Trust, Inc. (NYSE: ESS), a Maryland corporation ("Essex"),
announced that at its special meeting of stockholders held today,
stockholders approved the issuance of shares of Essex common stock
to the stockholders of BRE Properties, Inc. ("BRE") in connection
with the merger of BRE with and into BEX Portfolio, Inc. ("Merger
Sub"), a direct wholly owned subsidiary of Essex formerly known as
Bronco Acquisition Sub, Inc., pursuant to the Agreement and Plan of
Merger, dated as of December 19, 2013, by and among Essex, Merger
Sub and BRE (the "Merger Agreement"). Approximately 87.1% of the
outstanding shares of Essex common stock voted with respect to the
proposed issuance and of those outstanding shares that voted,
approximately 99.8% voted in favor of the issuance.
Subject to the satisfaction or waiver of the remaining
conditions to the closing of the merger set forth in the Merger
Agreement, the merger is expected to close on Tuesday, April 1,
2014. At the effective time of the merger, each former share
of BRE common stock will be converted into (i) 0.2971 shares of
Essex common stock and (ii) $12.33 in cash, without interest,
subject to adjustment, in the event of the payment of a special
distribution to BRE stockholders of record as of the close of
business on the last business day preceding the effective time of
the merger. As previously announced, BRE's board of directors
declared a special distribution of $5.15 per share of BRE common
stock payable to BRE stockholders of record as of the close of
business on the last business day preceding the effective time of
the merger (the "Special Dividend"). The Special Dividend is
conditioned upon the closing of the sale of certain interests in
assets of BRE to certain parties designated by Essex, which are
expected to occur on the business day prior to the closing of the
merger. The amounts distributed as a Special Dividend will
reduce the cash consideration payable by Essex in the merger.
Assuming completion of the merger, shares of BRE common stock
are expected to be delisted after the close of trading on April 1,
2014. Shares of Essex common stock will continue to trade
under the existing ticker symbol "ESS" on the New York Stock
Exchange.
About Essex Property
Trust, Inc. Essex Property Trust, Inc., an S&P 400
company, is a fully integrated real estate investment trust (REIT)
that acquires, develops, redevelops, and manages multifamily
residential properties in selected West Coast markets. Essex
currently has ownership interests in 163 apartment communities with
an additional 11 properties in various stages of active
development. Additional information about Essex can be found on the
Company's web site at www.essexpropertytrust.com.
Forward-Looking
Statements This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements which are
based on current expectations, estimates and projections about the
industry and markets in which Essex and BRE operate and beliefs of
and assumptions made by Essex management and BRE management,
involve uncertainties that could significantly affect the financial
results of Essex or BRE or the combined company. Words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," variations of such words and similar expressions are
intended to identify such forward-looking statements, which
generally are not historical in nature. Such forward-looking
statements include, but are not limited to, statements about the
anticipated benefits of the business combination transaction
involving Essex and BRE, including future financial and operating
results, and 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 expected synergies,
improved liquidity and balance sheet strength -- 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. Some of the factors that may
affect outcomes and results include, but are not limited to: (i)
national, regional and local economic climates, (ii) changes in
financial markets and interest rates, or to the business or
financial condition of Essex or its business, (iii) changes in
market demand for rental apartment homes and competitive pricing,
(iv) risks associated with acquisitions, including the proposed
merger with BRE, (v) maintenance of real estate investment trust
("REIT") status, (vi) availability of financing and capital, (vii)
risks associated with achieving expected revenue synergies or cost
savings, (viii) risks associated with the companies' ability to
consummate the merger on the terms described or at all and the
timing of the closing of the merger, and (ix) those additional
risks and factors discussed in reports filed with the SEC by Essex
and BRE from time to time, including those discussed under the
heading "Risk Factors" in their respective most recently filed
reports on Forms 10-K and 10-Q. Essex does not undertake any duty
to update any forward-looking statements appearing in this press
release.
Contact
Information Barb Pak Director of Investor Relations (650)
494-3700 bpak@essexpropertytrust.com
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