Arizona Land Announces Filing of Definitive Proxy Statement and January 14, 2008 Shareholders Meeting
14 December 2007 - 9:55AM
Business Wire
Arizona Land Income Corporation (AMEX: AZL), a real estate
investment trust, today announced that it has filed a definitive
proxy statement for its shareholders� meeting scheduled for January
14, 2008. In addition to routine matters normally presented for
consideration by shareholders at an annual meeting, shareholders
will be asked to approve transactions whereby AZL will acquire the
West Coast office portfolio of The Shidler Group, and reincorporate
in Maryland under the name Pacific Office Properties Trust, Inc.
(�Pacific Office Properties�). Under the agreement governing the
transactions forming Pacific Office Properties, ownership interests
in nine office properties located in Honolulu, San Diego and
Phoenix with a gross asset value of approximately $563 million will
be contributed to an umbrella partnership (�UPREIT�) to be formed
by AZL, in exchange for limited partnership interests in the UPREIT
and an unsecured promissory note in the principal amount of $12
million. As part of the formation of the company, and in addition
to the previously announced subscription, Pacific Office Properties
will issue 180,000 shares of common stock at a negotiated price of
$7.50 per share and grant options to purchase up to 500,000 shares
of common stock at a price of $7.50 per share. Pacific Office
Properties will be externally managed by Pacific Office Management,
Inc., an affiliate of The Shidler Group (�Pacific Office
Management�) and will own interests in properties comprising 2.4
million square feet of office space. In addition, Dallas E. Lucas,
formerly Chief Financial Officer of Maguire Properties, has been
named Chief Executive Officer of both Pacific Office Properties and
Pacific Office Management. Thomas Hislop, CEO and Chairman of AZL,
stated, �We are very happy to present our shareholders with the
opportunity to approve the transaction we have structured with The
Shidler Group. Having worked with The Shidler Group�s management
team during this process, we are even more confident that this
transaction is in the very best interests of our shareholders.� Jay
Shidler, founder of The Shidler Group and slated Chairman of the
Board of Pacific Office Properties stated, �We are pleased to be
approaching this important step in the transaction process, the
request for approval by the shareholders. We enthusiastically look
forward to implementing our business plan, which we believe will
maximize shareholder value for all of the existing and future
shareholders in AZL and Pacific Office Properties.� About Pacific
Office Properties Trust Pacific Office Properties Trust will be a
real estate investment trust, which will acquire, own, and operate
office properties in the western U.S., focusing initially on the
four high-growth markets of Honolulu, San Diego, Los Angeles, and
Phoenix. The Company will focus on acquiring, with institutional
co-investors, �value-added� office buildings whose potential can be
maximized through improvements, repositioning, and superior leasing
and management. The Company will continue The Shidler Group�s
highly successful institutional joint-venture operations, which
focus on acquiring opportunistic and value-added commercial real
estate in partnership with institutional co-investors. About
Arizona Land Income Corporation Arizona Land Income Corporation is
a real estate investment trust headquartered in Phoenix, Arizona.
It is externally advised by ALI Advisors, Inc. and currently has a
portfolio of real estate and other assets aggregating approximately
$4.2 million. About The Shidler Group The Shidler Group is a
private long-term investor in commercial real estate. Over the past
30 years, through its private and public affiliates, it has
acquired, owned and managed more than 2,000 properties containing
over 150 million square feet of leaseable area. Currently, The
Shidler Group, through its affiliates, owns and manages commercial
properties in Honolulu, Los Angeles, San Diego and Phoenix, and
maintains offices in Honolulu, San Diego, Phoenix and New York. The
Shidler Group has founded three publicly traded real estate
investment trusts � Corporate Office Properties Trust (NYSE: OFC),
First Industrial Realty Trust (NYSE: FR), and Tri Net Corporate
Realty Trust (formerly, NYSE: TRI, now part of iStar Financial
(NYSE: SFI)). The Shidler Group also founded Primus Guaranty, Ltd.
(NYSE: PRS), a Bermuda-based holding company whose primary
subsidiary, Primus Financial Products, is a AAA/Aaa rated provider
of credit default protection. Credit Suisse Securities (USA) LLC is
acting as financial advisor to The Shidler Group, and Peacock,
Hislop, Staley, & Given, Inc. is acting as financial advisor to
AZL. Barack Ferrazzano Kirschbaum & Nagelberg LLP is serving as
legal advisor to The Shidler Group, and Squire, Sanders &
Dempsey L.L.P. is serving as legal advisor to AZL. Additional
Information and Where to Find It This press release does not
constitute a solicitation for votes for the transaction. In
connection with the proposed transaction, AZL has filed a proxy
statement regarding the proposed transaction with the Securities
and Exchange Commission. Shareholders are able to obtain a free
copy of the definitive proxy statement and other documents filed by
AZL with the SEC at the SEC's website at www.sec.gov. The
definitive proxy statement and other relevant documents are also be
available, free of charge, from AZL by directing such request to
Ms. Deanna Barela at (602) 952-6821 or dbarela@phsg.com.
Shareholders are urged to read the proxy statement and other
relevant material before making any voting decisions with respect
to the transaction. AZL and its respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of AZL in connection with the
transaction. Information about AZL and its directors and executive
officers, and their ownership of AZL common stock, is set forth in
the proxy statement, which was filed with the SEC on December 13,
2007. Certain Information About Forward Looking Statements
Statements contained in this release except for historical
information are forward-looking statements that are based on
current expectations and involve risks and uncertainties. Without
limiting the generality of the foregoing, words such as �may,�
�will,� �expect,� �believe,� �anticipate,� �intend,� �could,�
�estimate,� or �continue,� or the negative or other variations
thereof or comparable terminology, are intended to identify
forward-looking statements. The risks and uncertainties inherent in
such statements may cause actual future events or results to differ
materially and adversely from those described in the
forward-looking statements. Specifically, there can be no assurance
that the parties will complete a strategic transaction on favorable
terms or at all. Important factors that may cause a difference
between projected and actual results for AZL are discussed in AZL�s
filings from time to time with the SEC, including but not limited
to AZL�s annual reports on Form 10-KSB, subsequent quarterly
filings on Form 10-QSB and current reports on Form 8-K. AZL and The
Shidler Group disclaim any obligation to revise or update any
forward-looking statements that may be made from time to time by
any of them or on their behalf.
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