Bedford erty (NYSE:BED)
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Bedford Property Investors, Inc. (NYSE:BED) today
announced that it has signed a definitive merger agreement with an
affiliate of LBA Realty LLC. Under the terms of the agreement, which
was unanimously approved by the Company's Board of Directors, common
stockholders will receive an aggregate of $27.21 per share in cash for
each share of Company common stock that they hold and will cease to be
stockholders of the Company after the closing. Under the terms of the
agreement, $27.00 of such per share amount would be payable upon
consummation of the merger, and the remaining amount will be paid in
the form of a regular dividend of $0.21 per share for the quarter
ended March 31, 2006. The $27.00 purchase price per share represents a
17.6% premium over the $22.95 average closing price of Bedford's
common stock for the 30 days ending February 9, 2006.
Under the terms of the merger agreement, the Company will be
permitted to pay a regular quarterly dividend on the Company's common
stock for the quarter ended March 31, 2006, not in excess of $0.21 per
share. The Company will not be permitted to pay any further dividends
on the common stock thereafter.
The Company's Series A and Series B Cumulative Redeemable
Preferred Stock will remain issued and outstanding after the closing
of the transaction. The Company will continue to pay the required
quarterly dividends on the preferred stock. LBA has indicated that it
intends to delist the Company's preferred stock from the New York
Stock Exchange following the closing of the transaction and does not
plan to seek to list the preferred stock on another trading market.
Therefore, it cannot be assured that an active trading market for the
preferred stock will continue to exist after the closing of the
transaction.
Completion of the transaction, which is currently expected to
occur late in the second quarter of 2006, is contingent upon customary
closing conditions and the approval of Bedford's stockholders. The
transaction is not subject to any financing conditions.
"Bedford Property Investors has continuously evaluated ways to
maximize stockholder value," said Peter Bedford, Chairman and Chief
Executive Officer of Bedford. "Given the current conditions in the
real estate market, we believe that it is an appropriate time for the
company to undertake a transaction such as this, which will bring a
substantial cash payment to our stockholders."
"We are pleased with the acquisition of this portfolio. We believe
that Bedford Property Investors' assets integrate well with LBA's
existing West Coast portfolio," said Phil Belling, Managing Partner of
LBA.
Banc of America Securities LLC acted as financial advisor and
Simpson Thacher & Bartlett LLP acted as legal advisor to Bedford in
connection with the merger transaction. Merrill Lynch & Co. acted as
financial advisor and Goodwin Procter LLP and DLA Piper Rudnick Gray
Cary US LLP acted as legal advisor to LBA in connection with the
merger transaction.
Additional Information and Where to Find It
Bedford has agreed to file a proxy statement in connection with
the proposed acquisition. The proxy statement will be mailed to the
stockholders of Bedford. Bedford's stockholders are urged to read the
proxy statement and other relevant materials when they become
available because they will contain important information about the
acquisition and Bedford. Investors and security holders may obtain
free copies of these documents (when they are available) and other
documents filed with the Securities and Exchange Commission (the
"SEC") at the SEC's web site at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed
with the SEC by Bedford by going to Bedford's Investor Relations page
on its corporate website at www.bedfordproperty.com.
Bedford and its officers and directors may be deemed to be
participants in the solicitation of proxies from Bedford's
stockholders with respect to the acquisition. A description of any
interests that Bedford's officers and directors have in the
acquisition will be available in the proxy statement.
About Bedford Property Investors
Bedford Property Investors is a self-administered equity real
estate investment trust (REIT) with investments in suburban office
buildings and industrial properties concentrated in the western United
States. It is traded on the New York Stock Exchange and the Pacific
Exchange under the symbol "BED" and its web site is
www.bedfordproperty.com.
About LBA Realty
LBA Realty LLC (LBA) is a full service real estate investment and
management company. LBA, with its headquarters in Irvine and offices
in Los Angeles, San Diego and San Jose, operates in California as well
as other western markets including the Pacific Northwest, Colorado and
Arizona. LBA owns a portfolio of office and industrial properties
totaling over 12 million square feet and invests on behalf of LBA's
institutional investment funds.
Legal Disclosure
This press release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934 that
represent the company's current expectations and beliefs, including,
among other things, statements relating to the proposed merger, the
timing and ability of Bedford and LBA Realty LLC to successfully
complete the proposed merger and the outcomes and voting decisions of
directors and stockholders. These forward-looking statements are
subject to certain risks and uncertainties that could cause the actual
results to be materially different from those expressed, expected or
implied by the forward-looking statements. The risks and uncertainties
that could cause actual results to differ from management's estimates
and expectations include risks associated with uncertainties related
to the approval of the transaction by Bedford's stockholders, risk
that the closing conditions contained in the merger agreement will not
be satisfied, as well as additional risk factors that are contained in
the company's filings with the Securities and Exchange Commission,
including its 2004 Annual Report on Form 10-K and its most recent
Quarterly Report on Form 10-Q. The company does not undertake to
update forward-looking information contained herein or elsewhere to
reflect actual results, changes in assumptions or changes in other
factors affecting such forward-looking information.