New Plan Excel Realty Trust to be Acquired by Centro Properties Group in a Deal Valued at $6.2 Billion
February 27 2007 - 7:34PM
PR Newswire (US)
NEW YORK, Feb. 27 /PRNewswire-FirstCall/ -- New Plan Excel Realty
Trust, Inc. (NYSE:NXL) and Centro Properties Group (ASX:CNP) today
jointly announced that New Plan has entered into a definitive
agreement with affiliates of Melbourne, Australia-based Centro
pursuant to which Centro will acquire New Plan for $33.15 per share
of common stock in cash in a transaction valued at approximately
$6.2 billion, including assumption of debt and preferred stock. The
per share offer price represents a 12.9 percent premium to New
Plan's closing share price on February 27, 2007 and a 12.3 percent
premium to the average closing price over the past 30 days. The
acquisition of New Plan will be completed through a cash tender
offer pursuant to which an affiliate of Centro will offer to
purchase all outstanding shares of New Plan common stock at $33.15
per share. The tender offer is expected to commence within 10
business days of the date of the merger agreement. Following the
closing of the tender offer, an affiliate of Centro and New Plan
will merge and common stockholders who did not tender their shares
in the tender offer will receive per share cash consideration equal
to the offer price. Completion of the tender offer will be subject
to the receipt of valid tenders for a majority of New Plan's fully
diluted shares of common stock and Series D preferred stock, voting
as a single class, and the satisfaction of other customary
conditions. New Plan will pay its regular quarterly dividend of
$0.3125 per share on its common stock for the first quarter of
2007, but will not pay dividends on its common stock thereafter.
Separately, limited partners in Excel Realty Partners, L.P., one of
New Plan's subsidiaries, will be given the option to receive $33.15
per partnership unit, or to remain as limited partners and receive
newly issued preferred units. Holders of shares of New Plan
preferred stock will receive cash in an amount equal to the
liquidation preference of their shares as a result of a liquidation
of New Plan that is expected to occur shortly after the completion
of the merger. The transaction was unanimously approved by New
Plan's Board of Directors. The transaction is not contingent on
receipt of financing by Centro or on approval of the transaction by
Centro shareholders. The tender offer is expected to close in the
second quarter of 2007, subject to customary closing conditions.
"We have significantly repositioned New Plan over the past several
years, recycling over $5 billion of capital and increasing the
intrinsic value of our portfolio. We have built a best-in-class
national platform and regional operating system, extensively grown
our assets under management, created a leading redevelopment
program and enhanced our retailer relationships. Today's
transaction recognizes the underlying value of our portfolio, in
particular our operating platform, and accomplishes our ultimate
objective of maximizing shareholder value," commented Glenn J.
Rufrano, Chief Executive Officer of New Plan Excel Realty Trust,
Inc. Brian Healey, Chairman of Centro, commented, "The New Plan
acquisition is another landmark transaction for Centro in addition
to our previous acquisitions of public companies in the U.S. of
Kramont Realty Trust and Heritage Property Investment Trust, Inc."
Andrew Scott, Chief Executive Officer of Centro, commented "We are
excited with the opportunity this acquisition represents for
Centro. Centro Watt's fully-integrated national platform is well
placed to manage the diverse style and geographic mix of its
expanded U.S. retail property platform." J.P. Morgan Securities
Inc. acted as financial advisor to New Plan and Merrill Lynch &
Co. acted as financial advisor in the capacity of delivering a
fairness opinion. Hogan & Hartson LLP acted as legal advisor to
New Plan and Skadden, Arps, Slate, Meagher & Flom LLP acted as
Centro's legal advisor. About New Plan Excel Realty Trust, Inc.
(NYSE:NXL) New Plan is one of the nation's largest real estate
companies, focusing on the ownership, management and development of
community and neighborhood shopping centers. The Company operates
as a self-administered and self- managed REIT, with a national
portfolio of 467 properties, including 177 properties held through
joint ventures, and total assets of approximately $3.5 billion. The
properties are strategically located across 38 states and include
453 community and neighborhood shopping centers, primarily grocery
or name-brand discount chain anchored, with approximately 67.6
million square feet of GLA, and 14 related retail real estate
assets, with approximately 658,000 square feet of GLA. For
additional information, please visit www.newplan.com. About Centro
Properties Group (ASX:CNP) Centro Properties Group specializes in
the ownership, management and development of shopping centers.
Centro is Australia's largest manager of retail property investment
syndicates with over 80% market share as well as being a leading
manager of direct property funds and wholesale funds which invest
in Centro's quality retail properties in Australasia and the United
States. Centro has a market capitalization of A$8.1 billion and
funds under management of A$15.6 billion. Centro continues to
maximize returns to investors through its customer focused and
value adding team based approach. Please visit www.centro.com.au.
Additional Information about the Tender Offer and Merger and Where
to Find It This press release is being made in connection with the
proposed acquisition of New Plan by Centro. In connection with the
tender offer, New Plan will file a solicitation/recommendation
statement with the SEC, and, if required or necessary, will file a
proxy statement or information statement with the SEC. Stockholders
are urged to read these documents carefully and in its entirety if
and when they become available because they will contain important
information about the tender offer and/or the proposed merger. When
solicitation/recommendation statement, proxy statement and/or
information statement become available, they will be mailed to New
Plan stockholders who are entitles to receive such statements. In
addition, the solicitation/recommendation statement, proxy
statement and/or information statement as well as other filings
containing information about New Plan, the tender offer and the
merger, if and when filed with the SEC, will be available free of
charge at the SEC's Internet Web site, www.sec.gov. In addition,
investors and security holders may obtain free copies of the
solicitation/recommendation statement, proxy statement and/or
information statement as well as other filings containing
information about New Plan, the tender offer and the merger that
are filed with the SEC by New Plan, if and when available, by
contacting New Plan Investor Relations at (212) 869-3000 or
accessing New Plan's investor relations website at www.newplan.com.
New Plan and its directors and officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in the event that a proxy statement is used
in connection with the merger. Information regarding New Plan's
directors and executive officers is detailed in its proxy
statements and annual reports on Form 10-K, previously filed with
the SEC, and the proxy statement, if and when filed, relating to
the merger, when it becomes available. Forward-Looking Statements
Certain statements in this communication that are not historical
fact, including, without limitation, as to the expected closing and
the financial benefits of the proposed acquisition of New Plan by
Centro, may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results
of New Plan to differ materially from historical results or from
any results expressed or implied by such forward-looking
statements, including without limitation: national or local
economic, business, real estate and other market conditions; the
competitive environment in which New Plan operates; financing
risks; possible future downgrades in our credit ratings; property
ownership / management risks; the level and volatility of interest
rates and changes in capitalization rates with respect to the
acquisition and disposition of properties; financial stability of
tenants; New Plan's ability to maintain its status as a REIT for
federal income tax purposes; acquisition, disposition, development
and joint venture risks, including risks that developments and
redevelopments are not completed on time or on budget; governmental
approvals, actions and initiatives; potential environmental and
other liabilities; and other factors affecting the real estate
industry generally. New Plan refers you to the documents filed by
New Plan from time to time with the Securities and Exchange
Commission, specifically the section titled "Risk Factors" in New
Plan's Annual Report on Form 10-K for the year ended December 31,
2006, which discuss these and other factors that could adversely
affect New Plan's results. DATASOURCE: New Plan Excel Realty Trust,
Inc. CONTACT: Stacy Slater, Senior Vice President - Corporate
Communications of New Plan Excel Realty Trust, Inc.,
+1-212-869-3000, ; or Andrew Scott, Chief Executive Officer of
Centro Properties Group, +61-3-8847-0033, or +61-419-548-068; or
Philippa Kelly, General Manager - Institutional Funds Management,
+613-8847-0136, +61-402-021-413 Web site: http://www.newplan.com/
http://www.centro.com.au/
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