Equity Office (NYSE:EOP)
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Equity Office Properties Trust (NYSE: EOP) today announced that
Institutional Shareholder Services Inc. (ISS), a leading independent
proxy advisory firm, has recommended that the holders of common shares
of Equity Office vote for the proposal to approve a merger with
affiliates of The Blackstone Group for $54 in cash per common share of
Equity Office. A special meeting of Equity Office common shareholders to
vote on the merger agreement with affiliates of The Blackstone Group
remains scheduled for February 5, 2007.
ISS noted that “the current bid offered by
Blackstone appears to have culminated from an open bidding process,
which has served to maximize the highest value for shareholders.”
ISS also noted that Equity Office “has opened
its books to the Vornado Group … and has
extended them a January 31 deadline for affirming a competing offer.”
ISS said it “will continue to monitor the
situation.”
Equity Office expects to file on Monday, January 29, 2007, supplemental
proxy materials related to the amendment to the merger agreement
announced on January 25, 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. Equity Office’s
Board of Trustees continues to recommend the approval of the transaction
with Blackstone by Equity Office common shareholders.
As disclosed previously, representatives of Equity Office have met with
representatives of a Third Party Group, consisting of Vornado Realty
Trust, Starwood Capital Group Global, LLC and Walton Street Capital,
LLC. Equity Office continues to provide substantive diligence
information to the Third Party Group so that the Third Party Group will
be in a position, if they so choose, 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.
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. Equity Office will promptly file updated materials with
the SEC, including a supplement to the existing proxy statement.
SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PROXY STATEMENT AND, WHEN
AVAILABLE, THE PROXY STATEMENT SUPPLEMENT BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER TRANSACTIONS. Shareholders can
obtain the proxy statement, the proxy statement supplement when
available 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.