Exploration of Strategic Alternatives Results in Cash Sale at Nearly 40% Premium
AmREIT, Inc. (NYSE: AMRE) announced that it has entered into a definitive agreement with Edens Investment Trust (“EDENS”) under which EDENS will acquire all outstanding shares of common stock of AmREIT for $26.55 per share in an all-cash transaction with a total enterprise value of approximately $763 million.
The transaction, which has been unanimously approved by AmREIT’s Board of Directors, represents a premium of nearly 40% over AmREIT’s closing stock price on July 9, 2014, the last trading day prior to disclosure of an unsolicited proposal from Regency Centers Corporation, and a premium of 21% over that $22 per share proposal.
“This is an outstanding outcome for our stockholders, who will receive in cash a premium value for their shares reflecting the irreplaceable characteristics of our portfolio of properties,” said Kerr Taylor, Chairman and Chief Executive Officer. “I am pleased with the leadership of our Board in authorizing and overseeing a very robust exploration of strategic alternatives consistent with our July announcement.”
“Our Board conducted a thorough strategic review and a comprehensive sale process, assisted by highly experienced financial and legal advisors. We are very pleased that this robust process produced a substantial premium for AmREIT stockholders through this sale to EDENS,” said H. L. Rush Jr., Lead Independent Director.
EDENS is a leading national retail real estate owner and developer with a 48-year track record of enriching communities in which it does business. EDENS owns a $4.2 billion portfolio of market-leading urban retail centers.
“We’re excited to transition the stewardship of our market-leading portfolio to EDENS, a highly successful firm we have long admired. EDENS shares our vision, values, and commitment to investing in the Irreplaceable Corners that have become the cornerstone of our business,” said Taylor.
Terry Brown, Chairman and Chief Executive Officer of EDENS, stated, “This opportunity is an important step in our strategic plan to complement, enhance and expand our platform and existing portfolio of leading urban retail centers.”
Completion of the transaction, which is currently expected to occur in the first quarter of 2015, is contingent upon customary closing conditions and the approval of AmREIT’s stockholders, who will vote on the transaction at a special meeting on a date to be announced. The transaction is not contingent on receipt of financing by EDENS.
Jefferies LLC acted as financial advisor to AmREIT and Morrison &Foerster LLP and Venable LLP acted as AmREIT’s legal advisors. Goldman, Sachs & Co. acted as financial advisor to EDENS and King & Spalding LLP acted as legal advisor to EDENS.
Third Quarter 2014 Financial Results
AmREIT will release financial results for its third quarter 2014 on November 4 at 8:00 a.m. ET. In light of today’s announcement, the company will not hold a conference call for analysts and investors to discuss financial results.