ISS Recommends EOP Shareholders Vote in Favor of Blackstone Merger Valued at $54 Per Share in Cash
January 28 2007 - 12:47PM
Business Wire
Equity Office Properties Trust (NYSE: EOP) today announced that
Institutional Shareholder Services Inc. (ISS), a leading
independent proxy advisory firm, has recommended that the holders
of common shares of Equity Office vote for the proposal to approve
a merger with affiliates of The Blackstone Group for $54 in cash
per common share of Equity Office. A special meeting of Equity
Office common shareholders to vote on the merger agreement with
affiliates of The Blackstone Group remains scheduled for February
5, 2007. ISS noted that �the current bid offered by Blackstone
appears to have culminated from an open bidding process, which has
served to maximize the highest value for shareholders.� ISS also
noted that Equity Office �has opened its books to the Vornado Group
� and has extended them a January 31 deadline for affirming a
competing offer.� ISS said it �will continue to monitor the
situation.� Equity Office expects to file on Monday, January 29,
2007, supplemental proxy materials related to the amendment to the
merger agreement announced on January 25, 2007. If approved by
shareholders, and subject to satisfaction of other closing
conditions, the Blackstone transaction would be expected to close
on or about February 8, 2007. Equity Office�s Board of Trustees
continues to recommend the approval of the transaction with
Blackstone by Equity Office common shareholders. As disclosed
previously, representatives of Equity Office have met with
representatives of a Third Party Group, consisting of Vornado
Realty Trust, Starwood Capital Group Global, LLC and Walton Street
Capital, LLC. Equity Office continues to provide substantive
diligence information to the Third Party Group so that the Third
Party Group will be in a position, if they so choose, 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. 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. Equity Office will promptly file updated materials
with the SEC, including a supplement to the existing proxy
statement. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY
STATEMENT AND, WHEN AVAILABLE, THE PROXY STATEMENT SUPPLEMENT
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER TRANSACTIONS. Shareholders can obtain the proxy statement,
the proxy statement supplement when available 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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