ATLANTA and DALLAS, June 13,
2019 /PRNewswire/ -- Cousins Properties ("Cousins") (NYSE:
CUZ) and TIER REIT, Inc. ("TIER") (NYSE: TIER) announced today that
the stockholders of both companies approved all of the proposals
necessary for the closing of the previously announced
stock-for-stock merger between Cousins and TIER.
At the special meeting of Cousins stockholders, approximately
99.96% of the votes cast were voted in favor of the proposal to
issue the necessary shares of Cousins common stock to complete the
merger, which represented approximately 90.95% of the outstanding
shares of Cousins common stock. Approximately 99.91% of the
votes cast were voted in favor of the proposal to approve a reverse
stock split of outstanding shares of Cousins common stock by a
1-for-4 ratio, which represented approximately 92.80% of the
outstanding shares of Cousins common stock and limited voting
preferred stock, voting together as a single class. Approximately
96.70% of the votes cast were voted in favor of the proposal to
increase the number of authorized shares of Cousins common stock
following the reverse stock split, which represented approximately
89.84% of the outstanding shares of Cousins common stock and
limited voting preferred stock, voting together as a single
class.
At the special meeting of TIER stockholders, approximately
98.57% of the votes cast were voted in favor of the merger, which
represented approximately 66.60% of the outstanding shares of TIER
common stock.
The final voting results will be filed with the Securities and
Exchange Commission on a Form 8-K filing by both Cousins and TIER
with respect to their applicable special meetings.
The merger is currently expected to close on June 14, 2019. Upon completion of the
merger, TIER stockholders will be entitled to receive 2.98 shares
of Cousins common stock for each share of TIER common stock that
they own. Cousins and TIER currently anticipate that TIER
common stock will continue to trade on June
14, 2019 and be de-listed after trading hours on such
date.
Cousins currently anticipates that the reverse stock split will
become effective after trading hours on June
14, 2019, such that trading of post-split Cousins common
stock will commence on June 17,
2019. Cousins anticipates the reverse stock split will apply
to all outstanding shares of Cousins common stock, including the
shares issued to TIER stockholders in connection with the
merger.
About Cousins Properties
Cousins Properties is a
fully integrated, self-administered and self-managed real estate
investment trust (REIT). The Company, based in Atlanta, GA and acting through its operating
partnership, Cousins Properties LP, primarily invests in Class A
office towers located in high-growth Sun Belt markets. Founded in
1958, Cousins creates shareholder value through its extensive
expertise in the development, acquisition, leasing, and management
of high-quality real estate assets. The Company has a comprehensive
strategy in place based on a simple platform, trophy assets and
opportunistic investments. For more information, please
visit www.cousins.com.
About TIER REIT, Inc.
TIER REIT, Inc. is a publicly traded, self-managed, Dallas-based real estate investment trust
focused on owning quality, well-managed commercial office
properties in dynamic markets throughout the U.S. TIER REIT's
vision is to be the premier owner and operator of best-in-class
office properties in TIER1 submarkets, which are primarily higher
density and amenity-rich locations within select, high-growth
metropolitan areas that offer a walkable experience to various
amenities. TIER's mission is to provide unparalleled, TIER ONE
Property Services to its tenants and outsized total return through
stock price appreciation and dividend growth to its stockholders.
For additional information regarding TIER REIT, please
visit www.tierreit.com.
Contacts
Cousins Properties Investors:
Roni Imbeaux
Vice President, Finance & Investor Relations
404-407-1104
RImbeaux@cousins.com
TIER REIT, Inc. Investors:
Scott McLaughlin
Senior Vice President, Investor Relations & Tax Strategy
972-483-2465
SMcLaughlin@TIERREIT.com
Cautionary Statement Regarding Forward-Looking
Information
In addition to historical information, this communication
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements, which are based on current
expectations, estimates and projections about the industry and
markets in which Cousins and TIER operate and beliefs of and
assumptions made by Cousins management and TIER management, involve
uncertainties that could significantly affect the financial or
operating results of Cousins, TIER or the combined company. Words
such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," "will," "should," "may," "projects," "could,"
"estimates" or variations of such words and other similar
expressions are intended to identify such forward-looking
statements, which generally are not historical in nature, but not
all forward-looking statements include such identifying words. Such
forward-looking statements include, but are not limited to,
projections of earnings, statements of plans for future operations
or expected revenues, statements about the benefits of the
transaction involving Cousins and TIER, including future financial
and operating results, 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
creating value for stockholders, benefits of the proposed
transaction to stockholders, employees, tenants and other
constituents of the combined company, rent and occupancy growth,
development activity and changes in sales or contribution volume of
developed properties, integrating our companies, cost savings, the
expected timetable for completing the proposed transaction, general
conditions in the geographic areas where we operate and the
availability of capital in existing or new property funds — 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. For example, these
forward-looking statements could be affected by factors including,
without limitation, risks associated with (i) national,
international, regional and local economic climates,
(ii) changes in financial markets, interest rates and foreign
currency exchange rates, (iii) increased or unanticipated
competition for our properties, (iv) risks associated with
acquisitions, (v) the potential liability for a failure to
meet regulatory requirements, including the maintenance of real
estate investment trust status, (vi) availability of financing
and capital, (vii) changes in demand for developed properties,
(viii) risks associated with achieving expected revenue
synergies or cost savings, (ix) risks associated with the
ability to consummate the transaction and the timing of the closing
of the transaction, (x) the ability to successfully integrate
our operations and employees following the closing of the
transaction, (xi) material changes in the dividend rates on
securities or the ability to pay dividends on common shares or
other securities, (xii) potential changes to tax legislation,
(xiii) adverse changes in financial condition of joint venture
partner(s) or major tenants, (xiv) risks associated with
the acquisition, development, expansion, leasing and management of
properties, (xv) the potential impact of announcement of the
proposed transaction or consummation of the proposed transaction on
relationships, including with tenants, employees and customers; the
unfavorable outcome of any legal proceedings that have been or may
be instituted against Cousins or TIER, (xvi) significant costs
related to uninsured losses, condemnation, or environmental issues,
(xvii) the ability to retain key personnel, (xviii) the
amount of the costs, fees, expenses and charges related to the
proposed transaction and the actual terms of the financings that
may be obtained in connection with the proposed transaction, and
(xix) those additional risks and factors discussed in reports
filed with the Securities and Exchange Commission ("SEC") by
Cousins and TIER from time to time, including those discussed under
the heading "Risk Factors" in their respective most recently filed
reports on Form 10-K and 10-Q. Except to the extent required
by applicable law or regulation, each of Cousins and TIER disclaims
any duty to update any forward-looking statements contained in this
communication or to otherwise update any of the above-referenced
factors.
Important Additional Information and Where to Find It
In connection with the proposed merger, Cousins filed with the
SEC a registration statement on Form S-4 that contains a joint
proxy statement/prospectus. The registration statement was
declared effective by the SEC on May 8, 2019 and Cousins and
TIER commenced mailing the definitive joint proxy
statement/prospectus to their respective shareholders on or about
May 8, 2019. STOCKHOLDERS OF COUSINS AND TIER ARE URGED
TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION.
Investors and security holders may obtain copies of these
documents free of charge through the website maintained by the SEC
at www.sec.gov or from Cousins at its
website, www.cousins.com, or from TIER at its
website, www.tierreit.com. Documents filed with the SEC
by Cousins will be available free of charge by accessing Cousins'
website at www.cousins.com under the heading Investor
Relations, or, alternatively, by directing a request by telephone
or mail to Cousins at 3344 Peachtree Road NE, Suite 1800,
Atlanta, GA 30326, and documents
filed with the SEC by TIER will be available free of charge by
accessing TIER's website at www.tierreit.com under the heading
Investor Relations or, alternatively, by directing a request by
telephone or mail to TIER at 5950 Sherry Lane, Suite 700,
Dallas, Texas 75225.
Participants in the Solicitation
Cousins and TIER and certain of their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the stockholders of TIER and Cousins in respect of the
proposed transaction under the rules of the SEC.
Information about TIER's directors and executive officers is
available in Amendment No. 1 to TIER's Annual Report on
Form 10-K for fiscal year ended December 31, 2018, and
certain of its Current Reports on Form 8-K. Information about
Cousins' directors and executive officers is available in Cousins'
proxy statement dated March 14, 2019 for its 2019 Annual
Meeting of Stockholders, and certain of its Current Reports on
Form 8-K. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is contained
in the definitive joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the merger
when they become available. Investors should read the
definitive joint proxy statement/prospectus carefully before making
any voting or investment decisions. You may obtain free
copies of these documents from TIER or Cousins using the sources
indicated above.
No Offer or Solicitation
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933, as amended.
View original
content:http://www.prnewswire.com/news-releases/cousins-properties-and-tier-reit-stockholders-approve-merger-300867055.html
SOURCE Cousins Properties; TIER REIT, Inc.