Morgan Stanley Real Estate's Prime Property Fund to Acquire AMLI Residential Properties Trust in an All Cash Transaction
24 October 2005 - 9:30PM
Business Wire
AMLI Residential Properties Trust (NYSE: AML) (AMLI) and Morgan
Stanley Real Estate's Prime Property Fund (PRIME) announced today
that PRIME has entered into a definitive agreement to acquire AMLI
in an all-cash transaction totaling approximately $2.1 billion. The
acquisition is viewed by PRIME to be strategic in nature and, upon
the transaction's closing, AMLI's management team will remain in
place. Under the terms of the agreement PRIME will acquire all of
AMLI's common shares for $37.75 per share in cash. Holders of
limited partnership units in AMLI's operating partnership will also
receive $37.75 per unit in cash. The per share purchase price
represents a 20.7% premium over AMLI's closing price on October 21,
2005. The total consideration of approximately $2.1 billion
includes AMLI's debt and preferred securities. AMLI will continue
to pay regular quarterly distributions at an annualized rate of
$1.92 per share and per unit through the closing of the
transaction, with a pro rated distribution for the quarter in which
the transaction closes being included in the merger consideration.
Completion of the transaction, which is expected to occur during
the first quarter of 2006, is subject to approval by AMLI's common
shareholders and certain other customary closing conditions. The
transaction has been unanimously approved by AMLI's Board of
Trustees, which will recommend that the common shareholders approve
the transaction. Gregory T. Mutz, AMLI Chairman and CEO said, "This
transaction is a great outcome for our shareholders, demonstrating
the value of AMLI's portfolio, operating platform and brand. We are
proud of the performance and shareholder returns of AMLI as a
public company, and the AMLI team looks forward to continuing the
execution of its strategy in the private marketplace." "Multifamily
is attractive because of its low volatility and higher
risk-adjusted returns relative to other property types," said Dave
Hardman, Managing Director and Head of U.S. Real Estate Investing
at Morgan Stanley. "AMLI represents an opportunity to acquire a
large portfolio of high-quality multifamily assets, an outstanding
multifamily management team and organization, strong development
capabilities, and a recognized brand name in the sector. We look
forward to this management team leading the company and growing the
AMLI franchise going forward." JP Morgan Securities Inc. acted as
financial advisor to AMLI, and Mayer, Brown, Rowe & Maw LLP
provided legal advice. Morgan Stanley acted as financial advisor to
PRIME and Davis Polk & Wardwell and King & Spalding LLP
provided legal advice. AMLI will discuss this transaction at its
regularly scheduled quarterly conference call on Wednesday, October
26, 2005 at 3:30 p.m. Eastern Time. The toll-free number for the
call is (800) 946-0706 - Passcode: 994697, and should be accessed
approximately five minutes prior to conference time. A live webcast
of the conference call will also be available in the 'Company Info'
section on AMLI's website (www.amli.com/comp/) and at
www.streetevents.com, a password-protected event management site.
Additionally, an on-line replay of the webcast will be available
for 60 days following the call. About AMLI Residential Properties
Trust The AMLI(R) portfolio currently includes 75 apartment
communities containing 28,356 apartment homes, with an additional
827 apartment homes under development or in lease-up in three
locations. AMLI is focused on the development, acquisition and
management of institutional quality multifamily communities in the
Southeast, Southwest, Midwest and Mountain regions of the U.S. AMLI
Residential also serves as institutional advisor and asset manager
for large pension funds, tax-exempt foundations and other financial
institutions through AMLI's co-investment business. AMLI employs
approximately 850 people who are dedicated to achieving AMLI's
mission -- Provide An Outstanding Living Environment For Our
Residents. More information on AMLI is available at www.amli.com.
About Prime Property Fund and Morgan Stanley Real Estate PRIME, a
$4.5 billion diversified core real estate fund, is managed by
Morgan Stanley Real Estate. PRIME's assets include office, retail,
multifamily, industrial, self storage and hotel properties and are
located in major real estate markets throughout the United States.
Morgan Stanley Real Estate is comprised of three major global
businesses: Investing, Banking, and Lending. Since 1991, Morgan
Stanley has acquired more than $68.7 billion of real estate assets
worldwide and currently manages $38.0 billion in real estate assets
on behalf of its clients. Using its own capital, Morgan Stanley
also originates upwards of $11 billion in commercial mortgages
annually. In addition, Morgan Stanley Real Estate provides a
complete range of investment banking services including merger,
acquisition and restructuring advisory and recapitalizations, as
well as public and private debt and equity financing. Morgan
Stanley established its real estate organization in 1969. Morgan
Stanley (NYSE: MWD) is a global financial services firm and a
market leader in securities, investment management, and credit
services. With more than 600 offices in 28 countries, Morgan
Stanley connects people, ideas and capital to help clients achieve
their financial aspirations. Forward-Looking Statements Certain
matters discussed in this press release are forward-looking
statements within the meaning of Federal Securities Law. Although
AMLI believes expectations reflected in such forward-looking
statements are based upon reasonable assumptions, no assurance can
be given that such expectations will be achieved. Forward-looking
statements can be identified by the use of the words "project,"
"believe," "expect," "anticipate," "intend," "estimate," "assume,"
and other similar expressions that predict or indicate future
events, achievements or trends or that do not relate to historical
matters. Forward-looking statements in this press release include,
without limitation, statements relating to the anticipated closing
date of the transaction, AMLI's ability to generate attractive
returns, and the possibility that any of the conditions to closing,
including those outside the control of AMLI, will be satisfied.
AMLI does not assure the future results or outcome of the matters
described in forward-looking statements; rather, these statements
merely reflect current expectations of the approximate outcomes of
the matters discussed. Forward-looking statements involve known and
unknown risks, uncertainties and other factors, some of which are
beyond AMLI's control. The reader is cautioned to make his/her own
judgment with regard to the statements discussed in this press
release and the assumptions noted by AMLI herein. Many factors may
cause actual results and AMLI's actual performance to differ
materially from the anticipated future results or performance
expressed or implied by these forward-looking statements. Certain
of the factors that could cause actual results or AMLI's actual
performance to differ materially from those expressed or implied by
these forward-looking statements include, but are not limited to,
general economic conditions, local real estate conditions, the
timely development and lease-up of communities, other risks
detailed from time to time in AMLI's Securities and Exchange
Commission (SEC) reports, including the annual report on form 10-K
for the year ended December 31, 2004. Additional Information about
the Merger and Where to Find It In connection with the proposed
merger of AMLI with and into a wholly owned subsidiary of PRIME,
AMLI intends to file relevant materials with the SEC, including a
proxy statement. INVESTORS AND SECURITY HOLDERS OF AMLI ARE URGED
TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT AMLI, PRIME, MORGAN
STANLEY AND THE MERGER. The proxy statement and other relevant
materials (when they become available) and any other documents
filed by AMLI with the SEC may be obtained free of charge at the
SEC's website at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC
by AMLI by contacting Sue Bersh, AMLI V.P.-Corporate Communications
at sbersh@amli.com or (312) 984-2607 or accessing AMLI's website at
www.amli.com. Investors and security holders are urged to read the
proxy statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the merger. Proxies may be solicited on behalf of AMLI
by members of its Board of Trustees and executive officers.
Information about such persons can be found in AMLI's definitive
proxy statement relating to its 2005 Annual Meeting of
Shareholders, which was filed with the SEC on March 16, 2005 and
may be obtained free of charge at the SEC's website at www.sec.gov
or at AMLI's website at www.amli.com. This communication shall not
constitute an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
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