Cedar Board of Directors Declares Special
Dividend of $19.52 Per Common
Share;
Merger Consideration Will Be $9.48 Per Common Share
MASSAPEQUA, N.Y., Aug. 9, 2022
/PRNewswire/ -- Cedar Realty Trust (NYSE: CDR) ("Cedar") today
announced that Cedar and Wheeler Real Estate Investment Trust, Inc.
(NASDAQ: WHLR) ("Wheeler") have jointly determined that the
proceeds to Cedar common shareholders from the sale of Cedar's
assets and subsequent merger in a series of related all-cash
transactions will total $29.00 per
share.
Accordingly, Cedar's Board of Directors today declared a special
dividend on shares of Cedar's outstanding common stock of
$19.52 per share, payable to
shareholders of record at the close of business on August 19, 2022. Payment of the special dividend
is contingent upon the closing of Cedar's previously announced cash
merger transaction with a subsidiary of Wheeler – the final step of
the sale process – which is expected to be consummated on or about
August 22, 2022. Assuming the merger
transaction is consummated on August 22,
2022, payment of the dividend will be made to eligible
shareholders on August 26,
2022. Shareholders as of the merger closing date will also be
entitled to receive merger consideration of $9.48 per share, payable on or about the same
date as the special dividend.
Important Information About the Special Dividend
Due to the nature of the special dividend, as required by the
rules of the NYSE, Cedar's common stock will trade with "due
bills", representing an assignment of the right to receive the
special dividend, beginning August 18,
2022, one business day prior to the special dividend record
date, through the merger closing date (such period of time the
"Due-bill Period"). AS A RESULT, HOLDERS OF CEDAR'S COMMON
STOCK ON THE SPECIAL DIVIDEND RECORD DATE MUST HOLD CEDAR COMMON
STOCK THROUGH THE MERGER CLOSING DATE IN ORDER TO BE ENTITLED TO
RECEIVE THE SPECIAL DIVIDEND. CEDAR COMMON STOCKHOLDERS WHO SELL
THEIR SHARES ON OR BEFORE THE MERGER CLOSING DATE WILL NOT BE
ENTITLED TO RECEIVE THE SPECIAL DIVIDEND. PURCHASERS OF CEDAR
COMMON STOCK DURING THE DUE-BILL PERIOD (EVEN IF THE TRADE WILL
SETTLE AFTER THE DUE-BILL PERIOD) WHO HOLD SUCH SHARES ON THE
MERGER CLOSING DATE WILL BE ENTITLED TO RECEIVE THE SPECIAL
DIVIDEND. STOCKHOLDERS THAT SELL CEDAR COMMON STOCK DURING THE
DUE-BILL PERIOD (EVEN IF THE TRADE WILL SETTLE AFTER THE DUE-BILL
PERIOD) WILL NOT BE ENTITLED TO RECEIVE THE SPECIAL
DIVIDEND.
Due bills obligate a seller of shares of stock to deliver the
dividend to the buyer. The due-bill obligations are settled
customarily between the brokers representing buyers and sellers of
the stock. Cedar has no obligation for either the amount of the due
bill or the processing of the due bill. Buyers and sellers of Cedar
common stock during the Due-bill Period should consult with their
broker before trading in Cedar common stock to be sure they
understand the effect of the due-bill procedures.
Cautionary Statement Regarding Forward-Looking
Statements
The information included herein, together with other statements
and information publicly disseminated by Cedar, contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Cedar intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and include this statement
for purposes of complying with these safe harbor provisions.
Forward-looking statements, which are based on certain
assumptions and describe Cedar's future plans, strategies and
expectations, are generally identifiable by use of the words "may",
"will", "should", "estimates", "projects", "anticipates",
"believes", "expects", "intends", "future", and words of similar
import, or the negative thereof. Factors that could cause actual
results, performance or achievements to differ materially from
current expectations include, but are not limited to: (i) the
possibility that any or all of the various conditions to the
consummation of the merger may not be satisfied or waived; (ii) the
ability of the merger parties to obtain required financing in
connection with the proposed merger; (iii) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement, including in circumstances
which would require Cedar to pay a termination fee or other
expenses; (iv) the risk that shareholder litigation in connection
with the transactions may result in significant costs of defense,
indemnification and liability; (v) the ability and willingness of
Cedar's tenants and other third parties to satisfy their
obligations under their respective contractual arrangements with
Cedar; (vi) the loss or bankruptcy of Cedar's tenants, particularly
in light of the adverse impact to the financial health of many
retailers that has occurred and continues to occur as a result of
the COVID-19 pandemic; (vii) the ability and willingness of Cedar's
tenants to renew their leases with Cedar upon expiration, Cedar's
ability to re-lease its properties on the same or better terms in
the event of nonrenewal or in the event Cedar exercises its right
to replace an existing tenant, and obligations Cedar may incur in
connection with the replacement of an existing tenant; (viii) risks
related to the market for retail space generally, including
reductions in consumer spending, variability in retailer demand for
leased space, adverse impact of e-commerce, ongoing consolidation
in the retail sector and changes in economic conditions and
consumer confidence; (ix) risks endemic to real estate and the real
estate industry generally; (x) damage to Cedar's properties
from catastrophic weather and other natural events, and the
physical effects of climate change; (xi) uninsured losses; (xii)
Cedar's ability and willingness to maintain its qualification as a
REIT in light of economic, market, legal, tax and other
considerations; and (xiv) information technology security breaches.
For further discussion of factors that could materially affect the
outcome of forward-looking statements, see "Risk Factors" in Part
I, Item 1A, of Cedar's Annual Report on Form 10-K for the year
ended December 31, 2021 and other
documents that Cedar files with the Securities and Exchange
Commission from time to time.
Except for ongoing obligations to disclose material information
as required by the federal securities laws, Cedar undertakes no
obligation to release publicly any revisions to any forward-looking
statements to reflect events or circumstances after the date hereof
or to reflect the occurrence of unanticipated events. All of the
above factors are difficult to predict, contain uncertainties that
may materially affect Cedar's actual results and may be beyond
Cedar's control. New factors emerge from time to time, and it
is not possible for Cedar's management to predict all such factors
or to assess the effects of each factor on Cedar's business.
Accordingly, there can be no assurance that Cedar's current
expectations will be realized.
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SOURCE Cedar Realty Trust, Inc.