Wellsford Real (AMEX:WRP)
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From May 2019 to May 2024
Wellsford Real Properties, Inc. (AMEX:WRP) announced today that
Institutional Shareholders Services, Inc. (“ISS”)
and Glass Lewis & Co. (“GL”),
leading proxy advisory services, have issued reports recommending that
WRP shareholders vote for the issuance of additional shares to complete
its merger with Reis, Inc. (“Reis”).
In its report, ISS noted, “Based on our review
of the transaction, particularly the 18.24% announcement to-date
increase in the stock price, and the fact that following the merger,
Wellsford will stop its liquidation proceedings and will become a going
concern, we believe that the share issuance warrants shareholder support.”
In its report, GL noted, “In our view, the
proposed transaction is financially fair to Wellsford shareholders.”
"We are pleased that ISS and GL both agree with the WRP board of
directors' recommendation that shareholders vote in favor of the
issuance of additional shares with which to consummate our merger with
Reis," said Jeffrey Lynford, WRP chairman, president and chief executive
officer.
An annual meeting of WRP shareholders will be held on Wednesday, May 30,
2007. WRP has filed with the Securities and Exchange Commission and
distributed to its shareholders a definitive joint proxy
statement/prospectus and other relevant documents in connection with the
annual shareholder meeting for the proposed transaction. WRP
shareholders are urged to read the definitive proxy statement and other
relevant materials and documents. Investors may obtain a free copy of
these materials and other documents filed by WRP with the Securities and
Exchange Commission at the SEC's website at www.sec.gov.
WRP and its directors, executive officers and certain other members of
management and employees may be deemed to be participants in soliciting
proxies from its shareholders in favor of the proposed merger.
Information regarding the persons who may, under the rules of the SEC,
be considered to be participants in the solicitation of WRP’s
shareholders in connection with the proposed transaction is set forth in
WRP’s definitive proxy statement for its
annual meeting. Additional information regarding these individuals and
any interest they have in the proposed transaction is set forth in the
definitive joint proxy statement/prospectus on file with the SEC.
Cautionary Statement Regarding Forward-Looking Statements
This press release, together with other statements and information
publicly disseminated by WRP, contains certain 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 relate to WRP’s
outlook or expectations for earnings, revenues, expenses, asset quality
or other future financial or business performance, strategies or
expectations, or the impact of legal, regulatory or supervisory matters
on WRP’s business operations or performance.
Specifically, forward-looking statements may include:
statements relating to the benefits of the merger with Reis;
statements relating to future business prospects, revenue, income and
cash flows of WRP individually;
statements relating to revenues of the resulting company after the
merger with Reis; and
statements preceded by, followed by or that include the words “estimate,”
“plan,” “project,”
“intend,” “expect,”
“anticipate,” “believe,”
“seek,” “target”
or similar expressions.
These statements reflect WRP’s management’s
judgment based on currently available information and involve a number
of risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. With respect to
these forward-looking statements, WRP’s
management has made assumptions regarding, among other things, the
determination of estimated net realizable value for its assets and the
determination of estimated settlement amounts for its liabilities and
general economic conditions.
Future performance cannot be ensured. Actual results may differ
materially from those in the forward-looking statements. Some factors
that could cause WRP’s actual results to
differ include:
expected benefits from the merger with Reis may not be fully realized
or at all;
revenues following the merger with Reis may be lower than expected;
the possibility of litigation arising as a result of terminating the
Plan;
adverse changes in the real estate industry and the markets in which
the post-merger company will operate;
the inability to retain and increase the number of customers of the
post-merger company;
competition;
difficulties in protecting the security, confidentiality, integrity
and reliability of the data of the post-merger company;
legal and regulatory issues;
changes in accounting policies or practices; and
the risk factors listed under “Item 1A.
Risk Factors” in WRP’s
annual report on Form 10-K for the year ended December 31, 2006, which
was filed with the SEC on March 29, 2007, as amended, on April 30,
2007, and those listed and under “Risk
Factors” in WRP’s
registration statement on Form S-4 which was initially filed with the
SEC on December 28, 2006 and, as amended, on March 9, 2007, April 11,
2007 and April 30, 2007.
You are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date of this press release.
Except as required by law, WRP undertakes no obligation to publicly
update or release any revisions to these forward-looking statements to
reflect any events or circumstances after the date of this press release
or to reflect the occurrence of unanticipated events.