Additional Proxy Soliciting Materials (definitive) (defa14a)

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.                )

 

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12
Monmouth Real Estate Investment Corporation
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

 

 

 

 

 

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

 

BELL WORKS

 

101 CRAWFORDS CORNER ROAD

 

SUITE 1405

 

HOLMDEL, NEW JERSEY 07733

 

A Public REIT Since 1968

 

 

 

	INTERNET:	OFFICE:	EMAIL:
	www.mreic.reit	[phone]	[e-mail]

 

January 4, 2022

 

Dear Shareholder:

 

We have previously sent you the proxy materials for the special meeting of shareholders (the “Special Meeting”) of Monmouth Real Estate Investment Corporation (“Monmouth”) to be held on February 17, 2022. At the Special Meeting shareholders will be asked to approve, among other matters, the acquisition of Monmouth by Industrial Logistics Properties Trust (“ILPT”) via Monmouth’s merger with a wholly owned subsidiary of ILPT (the “Merger”). To ensure that your shares are counted, please take a moment right now and return the enclosed proxy card.

 

Monmouth’s board of directors has determined that Monmouth’s merger agreement with ILPT (the “Merger Agreement”), the Merger, and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Monmouth and its shareholders, and recommends that you vote “FOR” each of the proposals to be considered and voted upon at the Special Meeting.

 

In order to make it convenient for you to vote, we are enclosing a duplicate proxy card for your use. We have also made arrangements for you to be able to vote by telephone or internet, as well as by mail. Simply follow the instructions on the enclosed proxy card to do so.

 

Please vote today!

 

Holders of at least two-thirds of all outstanding shares of Monmouth’s common stock must vote in favor to authorize the Merger. Because the required vote for the proposal to approve the Merger is based on the number of votes Monmouth common shareholders are entitled to cast rather than on the number of votes cast, failure to vote your shares (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have the same effect as voting “AGAINST” the Merger.

 

Remember - every share and every vote counts!

 

You may also sign, date and mail your proxy card in the envelope provided. If you have any questions, please call our proxy solicitor, MacKenzie Partners, Inc., at [phone].

 

Thank you for your continued support.

 

	Sincerely,
	Eugene W. Landy
	Chairman of the Board