Wellsford Real Properties, Inc. Enters into an Agreement to Purchase Reis, Inc. and Would Abandon Previously Adopted Plan of Liq

  
    
  
  
    
      Wellsford Real Properties, Inc. (AMEX:WRP) announced that it has entered 
      into a definitive merger agreement to acquire Reis, Inc. (“Reis”). 
      Reis stockholders will receive, in the aggregate, approximately $34.6 
      million in cash and 4.2 million shares of newly issued WRP common stock. 
      It is expected that this transaction will be tax-free to Reis 
      stockholders except with respect to the cash portion of the 
      consideration received. This transaction values Reis at an equity value 
      of approximately $90 million.
    
    
      If the transaction is consummated, WRP would abandon its previously 
      adopted plan of liquidation, but would continue with its program to 
      dispose of its remaining real estate assets through development and/or 
      sale.
    
    
      Reis is a leading, privately owned, real estate information and database 
      company, which provides U.S. commercial real estate market information 
      to real estate investors, lenders and other professionals in the debt 
      and equity capital markets. Its database includes 250,000 properties 
      covering 80 markets including office, retail, apartment and industrial 
      property types. Reis is headquartered in New York City and has been 
      gathering and analyzing data and providing information to its 
      subscribers and customers for over 25 years.
    
    
      WRP has been an investor in Reis since 1998 and currently holds 
      convertible preferred shares equivalent to an approximate 23% ownership 
      interest in the company. The transaction consideration as stated above 
      will be paid to all stockholders of Reis, excluding WRP. The other 
      stockholders who hold the remaining approximately 77% of Reis are 
      corporate, institutional and high net worth investors and Reis 
      co-founders Lloyd Lynford and Jonathan Garfield.
    
    
      The cash portion of the purchase price is to be funded by a loan 
      extended by BMO Capital Markets to Reis and WRP’s 
      cash on hand. Currently WRP has approximately 6,471,000 shares 
      outstanding. Upon completion of the merger, WRP would have approximately 
      10.7 million shares outstanding and change its corporate name to Reis, 
      Inc. Following the closing of the merger, Reis stockholders would own 
      approximately 40% of the combined company.
    
    
      The rules of the American Stock Exchange require WRP stockholders to 
      approve the issuance of WRP shares of common stock to Reis stockholders, 
      since such an issuance would be greater than 20% of the shares currently 
      outstanding. The transaction, which is also subject to the approval of 
      the Reis stockholders, regulatory approvals and other customary closing 
      conditions, is expected to close in the first quarter of 2007.
    
    
      Lloyd Lynford and Jonathan Garfield, the chief executive officer and 
      executive vice president, respectively, of Reis, who together own 
      approximately 37% of the outstanding Reis shares, have agreed to vote 
      their Reis shares in favor of the merger. Their shares, when combined 
      with the shares WRP currently owns, totals approximately 60% of the 
      outstanding shares of Reis. Lloyd Lynford is the brother of Jeffrey 
      Lynford, the chief executive officer of WRP. Because of this 
      relationship the independent directors of WRP considered and separately 
      approved the proposed merger. WRP retained the investment banking firm 
      of Lazard and the law firm of King & Spalding LLP to advise on a 
      possible transaction with Reis.
    
    
      Background and Reasons for the 
      Acquisition of the Remaining Reis Shares
    
    
      With the continuing influx of domestic and international capital into 
      U.S. commercial real estate, the significant growth in the issuance of 
      collateralized real estate debt instruments and the re-emergence of 
      REITs as a popular equity investment, current and comprehensive real 
      estate market information has become an increasingly valuable tool for 
      institutional investors. Investors desire access to this data on a daily 
      basis in order to make informed buy/sell investment decisions 
      aggregating billions of dollars. Reis has a prominent position in this 
      marketplace as a data provider of the highest quality. In evaluating its 
      investment in Reis, WRP considered the possibility of acquiring Reis 
      with the hope of providing additional incremental value for the WRP 
      stockholders.
    
    
      Jeffrey Lynford, WRP’s Chairman and CEO stated “This 
      presents a unique opportunity which may create incremental value for WRP 
      stockholders in excess of amounts contemplated under WRP’s 
      2005 Plan of Liquidation.”
    
    
      Reis has retained the investment advisory firm of Houlihan Lokey Howard 
      & Zukin Financial Advisors, Inc. to perform services on its behalf, and 
      is being represented by the law firm of Bryan Cave LLP.
    
    
      Governance
    
    
      After completion of the transaction, it is contemplated that the Board 
      of Directors will be comprised of nine members including the six 
      existing WRP directors, as well as Lloyd Lynford, Jonathan Garfield, and 
      another individual who has not been identified at this time, but who 
      will meet the appropriate independence standards.
    
    
      Pursuant to the Merger Agreement, Lloyd Lynford will serve as CEO and 
      President of the combined entity. Jeffrey Lynford and Jonathan Garfield 
      will serve as the Chairman and Executive Vice President of the combined 
      entity, respectively. The aforementioned officers will have three year 
      employment agreements.
    
    
      Impact on WRP’s 
      Plan of Liquidation
    
    
      WRP stockholders ratified a Plan of Liquidation (the “Plan”) 
      in November 2005. If the merger is consummated, the Plan will be 
      abandoned. The Plan provides for the orderly sale of each of WRP’s 
      remaining assets (which are either owned directly or through WRP’s 
      joint ventures), the collection of all outstanding loans from third 
      parties, the orderly disposition or completion of construction of 
      development properties, the discharge of all outstanding liabilities to 
      third parties and, after the establishment of appropriate reserves, the 
      distribution of all remaining cash to stockholders. The Plan also 
      permitted WRP’s Board of Directors to acquire 
      more Reis shares and/or discontinue the Plan without further stockholder 
      approval.
    
    
      If WRP’s stockholders approve the issuance of 
      additional shares in connection with the Reis acquisition and the 
      transaction is consummated, then WRP would change its basis of 
      accounting from a liquidation basis to a going-concern basis in 
      accordance with generally accepted accounting principles. Reis would be 
      the primary continuing business activity and the development and/or sale 
      of the remaining real estate properties would be a diminishing activity 
      as homes and/or land is sold. Under the liquidation basis of accounting, 
      assets are stated at their estimated net realization value and 
      liabilities are stated at their estimated settlement amounts. WRP would 
      be required to present its assets then owned at the lower of historical 
      cost or fair market value as of the date of termination of the Plan.
    
    
      The termination of the Plan would result in the retention by the 
      combined entity of WRP’s cash balances and 
      subsequent cash flow from the sales of residential development assets 
      for working capital and re-investment purposes. Such cash would not be 
      distributed to stockholders as had been contemplated under the Plan.
    
    
      As a consequence of the closing of the transaction and termination of 
      the Plan, it would be necessary to recharacterize a portion of the 
      December 14, 2005 cash distribution of $14.00 per share from what may 
      have been classified as a return of capital for WRP stockholders at that 
      time to taxable dividend income. WRP is evaluating the amount of the 
      distribution which would be recharacterized as a taxable dividend.
    
    
      Company Information
    
    
      For information regarding WRP visit www.wellsford.com.
    
    
      Additional information with regard to the proposed merger, risk factors, 
      termination of the Plan of Liquidation, voting requirements, and other 
      information will be available at such time as a Registration Statement 
      is filed with the SEC.
    
    
      Forward Looking Statements and Additional 
      Information
    
    
      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 statements are typically preceded by words such 
      as “believes,” “expects,” 
      “anticipates,” “intends,” 
      “will,” “may,” 
      “should,” or 
      similar expressions. Such forward-looking statements involve known and 
      unknown risks, uncertainties and other factors which may cause the 
      actual results, performance or achievements of WRP to be materially 
      different from any future results, performance or achievements expressed 
      or implied by such forward-looking statements. Such risks, factors and 
      uncertainties include, but are not limited to, the ability to gain 
      governmental approvals of the merger on the proposed terms and schedule; 
      the failure of WRP’s stockholders to approve 
      the issuance of WRP common shares in connection with the merger or the 
      failure of Reis stockholders to approve the merger; the risk that other 
      conditions to the merger are not being satisfied; the risk of successful 
      integration of the two companies and the risk that cost savings, as well 
      as other synergies from the merger, may not be realized or may take 
      longer to realize than expected; the risk that the combined companies 
      may not perform as anticipated; the ability to retain customers, 
      independent contractors and employees; and competition and its effects 
      on revenue, as well as the risks and uncertainties detailed from time to 
      time in the WRP’s filings with the Securities 
      and Exchange Commission (the “SEC”), 
      including its most recently filed reports on Forms 10-Q and 10-K. WRP 
      expressly disclaims any obligations to update any forward-looking 
      statement as a result of developments occurring after the date of this 
      press release or to conform them to actual results.
    
    
      In connection with the proposed transaction, a registration statement, 
      including a joint proxy statement/prospectus and other materials, will 
      be filed with the SEC. WE URGE STOCKHOLDERS TO READ THE REGISTRATION 
      STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS 
      CAREFULLY WHEN THEY BECOME AVAILABLE AND BEFORE MAKING ANY VOTING OR 
      INVESTMENT DECISION, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION 
      ABOUT THE PROPOSED TRANSACTION. Stockholders will be able to obtain free 
      copies of the registration statement and joint proxy 
      statement/prospectus (when available), as well as other filings 
      containing information about WRP, without charge, at the Securities and 
      Exchange Commission’s website (www.sec.gov). 
      In addition, free copies of the registration statement and joint proxy 
      statement/prospectus will be (when filed), and WRP’s 
      other SEC filings are, also available on WRP’s 
      website (www.wellsford.com).
    
    
      WRP and its directors and executive officers and other members of 
      management are potential participants in the solicitation of proxies 
      with respect to stockholders voting on the issuance of WRP common shares 
      in the merger. Information regarding WRP’s 
      directors and executive officers is available in WRP’s 
      proxy statement for its 2006 annual meeting of stockholders, filed with 
      the SEC on April 28, 2006. Additional information regarding the 
      interests of such potential participants will be included in the proxy 
      statement and the other relevant documents filed with the SEC when they 
      become available.
    
  
Wellsford Real Properties, Inc. (AMEX:WRP) announced that it has
entered into a definitive merger agreement to acquire Reis, Inc.
("Reis"). Reis stockholders will receive, in the aggregate,
approximately $34.6 million in cash and 4.2 million shares of newly
issued WRP common stock. It is expected that this transaction will be
tax-free to Reis stockholders except with respect to the cash portion
of the consideration received. This transaction values Reis at an
equity value of approximately $90 million.

   If the transaction is consummated, WRP would abandon its
previously adopted plan of liquidation, but would continue with its
program to dispose of its remaining real estate assets through
development and/or sale.

   Reis is a leading, privately owned, real estate information and
database company, which provides U.S. commercial real estate market
information to real estate investors, lenders and other professionals
in the debt and equity capital markets. Its database includes 250,000
properties covering 80 markets including office, retail, apartment and
industrial property types. Reis is headquartered in New York City and
has been gathering and analyzing data and providing information to its
subscribers and customers for over 25 years.

   WRP has been an investor in Reis since 1998 and currently holds
convertible preferred shares equivalent to an approximate 23%
ownership interest in the company. The transaction consideration as
stated above will be paid to all stockholders of Reis, excluding WRP.
The other stockholders who hold the remaining approximately 77% of
Reis are corporate, institutional and high net worth investors and
Reis co-founders Lloyd Lynford and Jonathan Garfield.

   The cash portion of the purchase price is to be funded by a loan
extended by BMO Capital Markets to Reis and WRP's cash on hand.
Currently WRP has approximately 6,471,000 shares outstanding. Upon
completion of the merger, WRP would have approximately 10.7 million
shares outstanding and change its corporate name to Reis, Inc.
Following the closing of the merger, Reis stockholders would own
approximately 40% of the combined company.

   The rules of the American Stock Exchange require WRP stockholders
to approve the issuance of WRP shares of common stock to Reis
stockholders, since such an issuance would be greater than 20% of the
shares currently outstanding. The transaction, which is also subject
to the approval of the Reis stockholders, regulatory approvals and
other customary closing conditions, is expected to close in the first
quarter of 2007.

   Lloyd Lynford and Jonathan Garfield, the chief executive officer
and executive vice president, respectively, of Reis, who together own
approximately 37% of the outstanding Reis shares, have agreed to vote
their Reis shares in favor of the merger. Their shares, when combined
with the shares WRP currently owns, totals approximately 60% of the
outstanding shares of Reis. Lloyd Lynford is the brother of Jeffrey
Lynford, the chief executive officer of WRP. Because of this
relationship the independent directors of WRP considered and
separately approved the proposed merger. WRP retained the investment
banking firm of Lazard and the law firm of King & Spalding LLP to
advise on a possible transaction with Reis.

   Background and Reasons for the Acquisition of the Remaining Reis
Shares

   With the continuing influx of domestic and international capital
into U.S. commercial real estate, the significant growth in the
issuance of collateralized real estate debt instruments and the
re-emergence of REITs as a popular equity investment, current and
comprehensive real estate market information has become an
increasingly valuable tool for institutional investors. Investors
desire access to this data on a daily basis in order to make informed
buy/sell investment decisions aggregating billions of dollars. Reis
has a prominent position in this marketplace as a data provider of the
highest quality. In evaluating its investment in Reis, WRP considered
the possibility of acquiring Reis with the hope of providing
additional incremental value for the WRP stockholders.

   Jeffrey Lynford, WRP's Chairman and CEO stated "This presents a
unique opportunity which may create incremental value for WRP
stockholders in excess of amounts contemplated under WRP's 2005 Plan
of Liquidation."

   Reis has retained the investment advisory firm of Houlihan Lokey
Howard & Zukin Financial Advisors, Inc. to perform services on its
behalf, and is being represented by the law firm of Bryan Cave LLP.

   Governance

   After completion of the transaction, it is contemplated that the
Board of Directors will be comprised of nine members including the six
existing WRP directors, as well as Lloyd Lynford, Jonathan Garfield,
and another individual who has not been identified at this time, but
who will meet the appropriate independence standards.

   Pursuant to the Merger Agreement, Lloyd Lynford will serve as CEO
and President of the combined entity. Jeffrey Lynford and Jonathan
Garfield will serve as the Chairman and Executive Vice President of
the combined entity, respectively. The aforementioned officers will
have three year employment agreements.

   Impact on WRP's Plan of Liquidation

   WRP stockholders ratified a Plan of Liquidation (the "Plan") in
November 2005. If the merger is consummated, the Plan will be
abandoned. The Plan provides for the orderly sale of each of WRP's
remaining assets (which are either owned directly or through WRP's
joint ventures), the collection of all outstanding loans from third
parties, the orderly disposition or completion of construction of
development properties, the discharge of all outstanding liabilities
to third parties and, after the establishment of appropriate reserves,
the distribution of all remaining cash to stockholders. The Plan also
permitted WRP's Board of Directors to acquire more Reis shares and/or
discontinue the Plan without further stockholder approval.

   If WRP's stockholders approve the issuance of additional shares in
connection with the Reis acquisition and the transaction is
consummated, then WRP would change its basis of accounting from a
liquidation basis to a going-concern basis in accordance with
generally accepted accounting principles. Reis would be the primary
continuing business activity and the development and/or sale of the
remaining real estate properties would be a diminishing activity as
homes and/or land is sold. Under the liquidation basis of accounting,
assets are stated at their estimated net realization value and
liabilities are stated at their estimated settlement amounts. WRP
would be required to present its assets then owned at the lower of
historical cost or fair market value as of the date of termination of
the Plan.

   The termination of the Plan would result in the retention by the
combined entity of WRP's cash balances and subsequent cash flow from
the sales of residential development assets for working capital and
re-investment purposes. Such cash would not be distributed to
stockholders as had been contemplated under the Plan.

   As a consequence of the closing of the transaction and termination
of the Plan, it would be necessary to recharacterize a portion of the
December 14, 2005 cash distribution of $14.00 per share from what may
have been classified as a return of capital for WRP stockholders at
that time to taxable dividend income. WRP is evaluating the amount of
the distribution which would be recharacterized as a taxable dividend.

   Company Information

   For information regarding WRP visit www.wellsford.com.

   Additional information with regard to the proposed merger, risk
factors, termination of the Plan of Liquidation, voting requirements,
and other information will be available at such time as a Registration
Statement is filed with the SEC.

   Forward Looking Statements and Additional Information

   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 statements are typically preceded by words
such as "believes," "expects," "anticipates," "intends," "will,"
"may," "should," or similar expressions. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of WRP to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such risks, factors and uncertainties
include, but are not limited to, the ability to gain governmental
approvals of the merger on the proposed terms and schedule; the
failure of WRP's stockholders to approve the issuance of WRP common
shares in connection with the merger or the failure of Reis
stockholders to approve the merger; the risk that other conditions to
the merger are not being satisfied; the risk of successful integration
of the two companies and the risk that cost savings, as well as other
synergies from the merger, may not be realized or may take longer to
realize than expected; the risk that the combined companies may not
perform as anticipated; the ability to retain customers, independent
contractors and employees; and competition and its effects on revenue,
as well as the risks and uncertainties detailed from time to time in
the WRP's filings with the Securities and Exchange Commission (the
"SEC"), including its most recently filed reports on Forms 10-Q and
10-K. WRP expressly disclaims any obligations to update any
forward-looking statement as a result of developments occurring after
the date of this press release or to conform them to actual results.

   In connection with the proposed transaction, a registration
statement, including a joint proxy statement/prospectus and other
materials, will be filed with the SEC. WE URGE STOCKHOLDERS TO READ
THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND
THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE AND BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Stockholders
will be able to obtain free copies of the registration statement and
joint proxy statement/prospectus (when available), as well as other
filings containing information about WRP, without charge, at the
Securities and Exchange Commission's website (www.sec.gov). In
addition, free copies of the registration statement and joint proxy
statement/prospectus will be (when filed), and WRP's other SEC filings
are, also available on WRP's website (www.wellsford.com).

   WRP and its directors and executive officers and other members of
management are potential participants in the solicitation of proxies
with respect to stockholders voting on the issuance of WRP common
shares in the merger. Information regarding WRP's directors and
executive officers is available in WRP's proxy statement for its 2006
annual meeting of stockholders, filed with the SEC on April 28, 2006.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and the other
relevant documents filed with the SEC when they become available.