Equity Office (NYSE:EOP)
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Equity Office Properties Trust (NYSE: EOP) today filed a supplement to
its definitive proxy statement with the SEC relating to the merger
agreement with affiliates of The Blackstone Group, as amended. Under the
terms of the amended agreement, Blackstone will acquire all of the
outstanding common stock of Equity Office for $54.00 per share. Equity
Office expects to begin to distribute copies of the proxy statement
supplement promptly.
Equity Office’s Board of Trustees continues to
recommend the approval of the transaction with Blackstone by Equity
Office common shareholders. The special meeting of shareholders to vote
on the merger agreement with affiliates of The Blackstone Group remains
scheduled to be convened on February 5, 2007. If approved by
shareholders, and subject to satisfaction of other closing conditions,
the Blackstone transaction would be expected to close on or about
February 8, 2007.
About Equity Office
Equity Office, operating through its various subsidiaries and
affiliates, is the largest publicly traded owner and manager of office
properties in the United States by square footage. At September 30,
2006, Equity Office had a national office portfolio comprised of whole
or partial interests in 585 office buildings located in 16 states and
the District of Columbia. As of that date, Equity Office had an
ownership presence in 24 Metropolitan Statistical Areas (MSAs) and in
100 submarkets, enabling it to provide a wide range of office solutions
for local, regional and national customers.
EOP Operating Limited Partnership is a Delaware limited partnership
through which Equity Office conducts substantially all of its business
and owns, either directly or indirectly through subsidiaries,
substantially all of its assets.
Forward-Looking Statements
This press release contains certain forward-looking statements based on
current Equity Office management expectations. Those forward-looking
statements include all statements other than those made solely with
respect to historical fact. Numerous risks, uncertainties and other
factors may cause actual results, performance or transactions of Equity
Office and its subsidiaries to differ materially from those expressed in
any forward-looking statements. Factors include, but are not limited to:
(1) the failure to satisfy the conditions to completion of the proposed
mergers with affiliates of The Blackstone Group, including the receipt
of the required shareholder approval; (2) the failure to obtain the
necessary financing arrangements set forth in the commitment letters
received by Blackhawk Parent LLC (an affiliate of The Blackstone Group)
in connection with the proposed mergers and the actual terms of such
financings; (3) the failure of the proposed mergers to close for any
other reason; (4) the occurrence of any effect, event, development or
change that could give rise to the termination of the merger agreement;
(5) the outcome of the legal proceedings that have been, or may be,
instituted against Equity Office and others following the announcement
of the proposed mergers; (6) the risks that the proposed transactions
disrupt current plans and operations including potential difficulties in
employee retention; (7) the amount of the costs, fees, expenses and
charges related to the proposed mergers; and (8) the substantial
indebtedness that will need to be incurred to finance consummation of
the proposed mergers and related transactions, including the tender
offers and consent solicitations and other refinancings of Equity Office
and its subsidiaries; and other risks that are set forth in the “Risk
Factors,” “Legal
Proceedings” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
sections of Equity Office’s and EOP Operating
Limited Partnership’s filings with the
Securities and Exchange Commission (“SEC”).
Many of the factors that will determine the outcome of the subject
matter of this press release are beyond Equity Office’s
ability to control or predict. Equity Office undertakes no obligation to
revise or update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information About the Merger and Where to Find It
In connection with proposed merger transactions involving Equity Office
and EOP Operating Limited Partnership and affiliates of The Blackstone
Group, Equity Office filed a supplement to its definitive proxy
statement with the SEC today and will furnish the proxy statement
supplement to Equity Office’s shareholders.
SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY STATEMENT AND THE
PROXY STATEMENT SUPPLEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER TRANSACTIONS. Shareholders can obtain the
proxy statement, the proxy statement supplement and all other relevant
documents filed by Equity Office with the SEC free of charge at the SEC’s
website at www.sec.gov or from Equity
Office Properties Trust, Investor Relations at Two North Riverside
Plaza, Suite 2100, Chicago, Illinois, 60606, (800) 692-5304 or at www.equityoffice.com.
The contents of the Equity Office website are not made part of this
press release.
Participants in the Solicitation
Equity Office and its trustees and officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in respect to the proposed merger transactions.
Information about Equity Office and its trustees and executive officers,
and their ownership of Equity Office’s
securities, is set forth in the proxy statement and proxy statement
supplement relating to the proposed merger transactions described above.