Wellsford Real (AMEX:WRP)
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From Jun 2019 to Jun 2024
Wellsford Real Properties, Inc. (AMEX:WRP) announced today that it
completed its merger with Reis, Inc. (“Reis”)
pursuant to a merger agreement executed on October 11, 2006. Earlier
today, WRP’s stockholders approved the
proposal for WRP to issue approximately 4.2 million shares of its common
stock in connection with its merger with Reis. Separately, at Reis’s
special meeting of stockholders which was also held earlier today, the
Reis stockholders adopted the merger agreement.
Reis stockholders will receive, in the aggregate, approximately
$34,573,452 in cash and 4,237,074 shares of newly issued common stock of
WRP which, for purposes of the merger, has been established at $8.16 per
share, resulting in an implied equity value for Reis of approximately
$90,000,000, including the approximate 23% of Reis owned by WRP.
Simultaneously with the consummation of the merger, WRP terminated its
previously adopted plan of liquidation.
The cash portion of the merger consideration was funded by a $25,000,000
loan extended to Reis by a financial institution. The remainder of the
merger consideration and transaction costs was funded with cash from
Reis and WRP. WRP now has approximately 10,770,000 shares of common
stock outstanding, will change its corporate name to Reis, Inc. and will
initially retain its existing ticker symbol on the AMEX, “WRP.”
The Reis stockholders now own approximately 38% of WRP. As previously
announced, WRP estimates that $1.15 of the $14.00 per share liquidating
distribution made on December 14, 2005 will be recharacterized as
taxable dividend income.
Lloyd Lynford and Jonathan Garfield, were the chief executive officer
and executive vice president, respectively, of Reis prior to the merger.
Lloyd Lynford is the brother of Jeffrey Lynford, the chairman and chief
executive officer of WRP. Lloyd Lynford is now CEO and President of the
combined entity and Jeffrey Lynford and Jonathan Garfield are now the
Chairman and Executive Vice President of the combined entity,
respectively. The aforementioned officers have three year employment
agreements.
The Board of Directors is now comprised of ten members, consisting of
the six existing WRP directors, with the addition of Lloyd Lynford,
Jonathan Garfield, M. Christian Mitchell and Michael Del Guidice. Messer’s
Mitchell and Del Giudice both meet the appropriate independence
standards.
Lloyd Lynford, Reis’s CEO, stated, "The merger
with WRP, effectively taking Reis public, represents an important
milestone in the 27 year history of our company and will permit Reis to
offer our clients even more robust services in the coming years. We are
looking forward to accelerating the pace of our product development,
entering into new markets, expanding our property and portfolio
valuation tools as well introducing the next generation of analytics to
assist CMBS and REIT investors make critical buy/sell and hold
decisions. As a public company, Reis will also be poised to acquire
complementary companies to add market coverage and depth to Reis's
industry-leading databases."
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 and
future services and product development;
•
statements relating to future business prospects, potential
acquisitions, revenue, income and cash flows of WRP’s
real estate and other activities 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 of liquidation;
•
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.