Neuberger BM RE (NYSE:NRL)
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Neuberger Berman Real Estate Income Fund Inc. (NYSE:
NRL) announced today that its Board, after careful consideration, by
the unanimous vote of the directors present, voted to continue to
recommend that common stockholders reject the unsolicited tender offer
by a trust with which Stewart R. Horejsi is affiliated to purchase up
to 50% of the issued and outstanding shares of the Fund's common stock
at a price of $19.89 per share. The Board concluded that the offer
continues to represent a substantial threat to the Fund and its
stockholders and that the unsolicited, partial and hostile nature of
the offer and the plans for the Fund announced by the Horejsi Trust
were designed to coerce Fund stockholders to tender shares into the
offer on disadvantageous terms. The Board also considered the costs
the Fund has incurred in defending against the hostile tender offer,
including litigation costs from two lawsuits related to the tender
offer and the potential reimbursement of certain litigation costs by
the Fund's insurance carrier. The Board concluded that it was in the
best interest of the Fund to continue to defend against the hostile
tender offer.
In addition, the Fund announced that today its Board amended its
current rights agreement to change the expiration date for the
currently outstanding rights from April 20, 2006 to April 17, 2006.
Further, the Fund announced that the Board adopted a new Rights
Agreement under which all common stockholders of record as of April
17, 2006 will receive rights to purchase shares of the Fund's common
stock. Each right entitles the registered holder to purchase from the
Fund six shares of common stock at a price equal to the par value of
such shares. The rights will become exercisable 10 days following a
public announcement that a person or group of affiliated or associated
persons (collectively, an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the Fund's outstanding shares of common
stock and will expire by their own terms on August 10, 2006. However,
any rights associated with shares of common stock acquired by such
Acquiring Person in excess of 12% of the Fund's outstanding shares of
common stock will be void and any holder of such rights will not have
the ability to exercise such rights under any provision of the Rights
Agreement. The description and terms of the rights are set forth in
the Rights Agreement, which will be filed with the Securities and
Exchange Commission.
Forward-Looking Statements
Statements made in this release that look forward in time involve
risks and uncertainties and are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
risks and uncertainties include, without limitation, the adverse
effect from a decline in the securities markets or a decline in the
Fund's performance, a general downturn in the economy, competition
from other funds, changes in government policy or regulation,
inability of the Fund's investment advisor to attract or retain key
employees, inability of the Fund's investment advisor to implement its
investment strategy, inability of the Fund to manage unforeseen costs
and other effects related to legal proceedings or investigations of
governmental and self-regulatory organizations.