Equity Office Responds to Third Party Group Proposal
January 22 2007 - 4:04PM
Business Wire
Equity Office Properties Trust (NYSE: EOP) today announced that its
Board of Trustees has met to consider the unsolicited, non-binding
proposal by Dove Parent LLC (an entity formed by Vornado Realty
Trust, Starwood Capital Group Global, LLC and Walton Street
Capital, LLC (the �third party group�)) to acquire Equity Office,
and has directed management to engage in discussions with the third
party group. Representatives of Equity Office have met with
representatives of the third party group to discuss the proposal
and Equity Office has commenced providing diligence information so
that the third party group will be in a position to submit a
definitive proposal to Equity Office by January 31, 2007, for
consideration by Equity Office�s Board of Trustees. There can be no
assurance that the third party group will submit a definitive
proposal or, if they do, that Equity Office will enter into a
definitive agreement with the third party group. Equity Office also
said that its Board of Trustees has not changed its recommendation
of the pending transaction with Blackhawk Parent. The special
meeting of shareholders to vote on the merger agreement with
affiliates of The Blackstone Group remains scheduled to be convened
on February 5, 2007. About Equity Office Equity Office, operating
through its various subsidiaries and affiliates, is the largest
publicly traded owner and manager of office properties in the
United States by square footage. At September 30, 2006, Equity
Office had a national office portfolio comprised of whole or
partial interests in 585 office buildings located in 16 states and
the District of Columbia. As of that date, Equity Office had an
ownership presence in 24 Metropolitan Statistical Areas (MSAs) and
in 100 submarkets, enabling it to provide a wide range of office
solutions for local, regional and national customers. EOP Operating
Limited Partnership is a Delaware limited partnership through which
Equity Office conducts substantially all of its business and owns,
either directly or indirectly through subsidiaries, substantially
all of its assets. Forward-Looking Statements This press release
contains certain forward-looking statements based on current Equity
Office management expectations. Those forward-looking statements
include all statements other than those made solely with respect to
historical fact. Numerous risks, uncertainties and other factors
may cause actual results, performance or transactions of Equity
Office and its subsidiaries to differ materially from those
expressed in any forward-looking statements. For example, the
unsolicited non-binding proposal from the third party group may not
result in a definitive agreement for an alternative transaction.
Other factors include, but are not limited to: (1)�the failure to
satisfy the conditions to completion of the proposed mergers with
affiliates of The Blackstone Group, including the receipt of the
required shareholder approval; (2)�the failure to obtain the
necessary financing arrangements set forth in the commitment
letters received by Blackhawk Parent LLC (an affiliate of The
Blackstone Group) in connection with the proposed mergers and the
actual terms of such financings; (3)�the failure of the proposed
mergers to close for any other reason; (4)�the occurrence of any
effect, event, development or change that could give rise to the
termination of the merger agreement; (5)�the outcome of the legal
proceedings that have been, or may be, instituted against Equity
Office and others following the announcement of the proposed
mergers; (6)�the risks that the proposed transactions disrupt
current plans and operations including potential difficulties in
employee retention; (7)�the amount of the costs, fees, expenses and
charges related to the proposed mergers; and (8)�the substantial
indebtedness that will need to be incurred to finance consummation
of the proposed mergers and related transactions, including the
tender offers and consent solicitations and other refinancings of
Equity Office and its subsidiaries; and other risks that are set
forth in the �Risk Factors,� �Legal Proceedings� and �Management�s
Discussion and Analysis of Financial Condition and Results of
Operations� sections of Equity Office�s and EOP Operating Limited
Partnership�s filings with the Securities and Exchange Commission
(�SEC�). Many of the factors that will determine the outcome of the
subject matter of this press release are beyond Equity Office�s
ability to control or predict. Equity Office undertakes no
obligation to revise or update any forward-looking statements, or
to make any other forward-looking statements, whether as a result
of new information, future events or otherwise. Additional
Information About the Merger and Where to Find It In connection
with proposed merger transactions involving Equity Office and EOP
Operating Limited Partnership and affiliates of The Blackstone
Group, Equity Office filed a definitive proxy statement with the
SEC and furnished the definitive proxy statement to Equity Office�s
shareholders. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY
STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER TRANSACTIONS. Shareholders can obtain the proxy
statement and all other relevant documents filed by Equity Office
with the SEC free of charge at the SEC�s website at www.sec.gov or
from Equity Office Properties Trust, Investor Relations at Two
North Riverside Plaza, Suite�2100, Chicago, Illinois, 60606,
(800)�692-5304 or at www.equityoffice.com. The contents of the
Equity Office website are not made part of this press release.
Participants in the Solicitation Equity Office and its trustees and
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
to the proposed merger transactions. Information about Equity
Office and its trustees and executive officers, and their ownership
of Equity Office�s securities, is set forth in the proxy statement
relating to the proposed merger transactions described above.
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