Equity Office (NYSE:EOP)
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Equity Office Properties Trust (NYSE: EOP) today announced that its
Board of Trustees has met to consider the unsolicited, non-binding
proposal by Dove Parent LLC (an entity formed by Vornado Realty Trust,
Starwood Capital Group Global, LLC and Walton Street Capital, LLC (the “third
party group”)) to acquire Equity Office, and
has directed management to engage in discussions with the third party
group. Representatives of Equity Office have met with representatives of
the third party group to discuss the proposal and Equity Office has
commenced providing diligence information so that the third party group
will be in a position to submit a definitive proposal to Equity Office
by January 31, 2007, for consideration by Equity Office’s
Board of Trustees.
There can be no assurance that the third party group will submit a
definitive proposal or, if they do, that Equity Office will enter into a
definitive agreement with the third party group.
Equity Office also said that its Board of Trustees has not changed its
recommendation of the pending transaction with Blackhawk Parent. 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.
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. For example, the unsolicited non-binding
proposal from the third party group 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
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 definitive proxy statement with the SEC and
furnished the definitive proxy statement to Equity Office’s
shareholders. SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY
STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER TRANSACTIONS. Shareholders can obtain the proxy statement 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 relating to the proposed
merger transactions described above.