Equity Office (NYSE:EOP)
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Equity Office Properties Trust (NYSE: EOP) confirmed that it received
today a revised proposal from Vornado Realty Trust. The proposal states
that Vornado proposes to acquire Equity Office for $56 per common share,
payable (i) $31 in cash and (ii) in Vornado common shares having a value
(based on an average price during a period prior to the closing
specified in the transaction documents) equal to $25, except that the
fraction of a Vornado common share that would be issued per Equity
Office common share would not be less than .1852 nor more than .2174.
The proposal states that this collar assures that the overall value of
the Vornado proposal would remain $56 per Equity Office common share so
long as the Vornado common share price remains between $115 per share
and $135 per share, as compared to Vornado’s
closing price yesterday of $122.35.
Equity Office’s Board of Trustees, consistent
with its duties and Equity Office’s
obligations under its existing merger agreement with affiliates of The
Blackstone Group, will evaluate Vornado’s
proposal in due course.
There can be no assurance that Equity Office will enter into a
definitive agreement with Vornado.
Equity Office's Board of Trustees continues to recommend the approval of
the transaction with affiliates of The Blackstone Group by Equity Office’s
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 transaction with The Blackstone Group would be expected to close on
or about February 8, 2007.
Equity Office will file a current report on Form 8-K with the Securities
and Exchange Commission (the "SEC") containing a copy of the proposal
from Vornado. The current report on Form 8-K will be available on the
SEC's website, http://www.sec.gov, and
on Equity Office's website, http://www.equityoffice.com.
Shareholders are urged to read the proposal.
About Equity Office
Equity Office is the largest publicly traded owner and manager of office
properties in the United States by building square footage. At December
31, 2006, Equity Office had a national office portfolio comprised of
whole or partial interests in 543 office buildings comprising 103.1
million square feet in 16 states and the District of Columbia. As of
that date, Equity Office owned buildings in 24 markets and in 98
submarkets, enabling it to provide premium office space for a wide range
of 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. For example, the proposal from Vornado
may not result in a definitive agreement for an alternative transaction.
Other 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 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 definitive proxy statement and proxy
statement supplement with the SEC and furnished the definitive proxy
statement and proxy statement supplement to Equity Office's
shareholders. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY
STATEMENT AND 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
definitive proxy statement and proxy statement supplement relating to
the proposed merger transactions described above.