Heritage Closes Merger with Affiliates of Centro Properties Group
06 October 2006 - 11:00PM
PR Newswire (US)
BOSTON, Oct. 6 /PRNewswire-FirstCall/ -- Heritage Property
Investment Trust, Inc. (NYSE:HTG) ("Heritage" or the "Company"),
today announced that it has completed the merger (the "Merger") of
Heritage with and into Centro Saturn MergerSub LLC ("MergerSub"),
and the other transactions contemplated by the Agreement and Plan
of Merger, dated as of July 9, 2006, by and among Heritage,
MergerSub and Centro Saturn LLC, MergerSub's sole member
("Parent"). MergerSub and Parent are affiliates of Centro
Properties Group. Under the terms of the merger agreement, holders
of Heritage's common stock will receive cash in an amount equal to
$36.675 per share, which amount includes the regular dividend in
respect of Heritage's common stock that has not yet been paid with
respect to Heritage's third quarter of 2006. In addition, in
connection with the Merger, limited partners of Bradley Operating
Limited Partnership ("Bradley"), one of Heritage's operating
partnerships, will continue to hold their OP units in Bradley or,
if they have so elected, will receive cash in an amount equal to
$36.675 per OP unit. In connection with the Merger, MergerSub is
assuming all the obligations of Heritage under the indentures
governing Heritage's 5.125% Notes dues 2014 and 4.50% Notes due
2009. In addition, immediately upon the effectiveness of the
Merger, Bradley will redeem all its outstanding 7.2% Notes due 2008
(the "Bradley Notes"), and simultaneously effect the satisfaction
and discharge of the indenture governing the Bradley Notes.
Wachovia Capital Markets, LLC acted as financial advisor to
Heritage. JP Morgan Securities acted as financial advisor to
Centro. Hogan & Hartson L.L.P. acted as legal advisor to
Heritage. Skadden, Arps, Slate, Meagher & Flom LLP acted as
legal advisor to Centro. ABOUT HERITAGE PROPERTY INVESTMENT TRUST,
INC. Heritage is a fully integrated, self-administered and
self-managed REIT traded on the New York Stock Exchange under the
symbol "HTG." Heritage is one of the largest owners and operators
of neighborhood and community shopping centers in the United
States. Heritage focuses on grocer-anchored shopping centers with
multiple anchors. Heritage is headquartered in Boston,
Massachusetts and has an additional 15 regional offices located in
the Eastern, Midwestern and Southwestern United States. For more
information about Heritage, please refer to Heritage's website,
http://www.heritagerealty.com/. ABOUT CENTRO PROPERTIES GROUP
Centro Properties Group is a retail investment organization
specializing in the ownership, management and development of retail
shopping centers. Centro manages both listed and unlisted property
and has an extensive portfolio of shopping centers across
Australia, New Zealand and the United States. With funds under
management exceeding AUS$15.8 billion post transaction, Centro
continues to maximize returns to its investors through its
customer-focused and value-adding team based approach. SAFE HARBOR
LANGUAGE Some of the statements contained in this press release
constitute forward-looking statements. Forward-looking statements
relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts. The
forward-looking statements reflect the Company's current views
about future events and are subject to risks, uncertainties,
assumptions and changes in circumstances that may cause the
Company's actual results to differ significantly from those
expressed in any forward-looking statement. You should not rely on
forward-looking statements since they involve known and unknown
risks, uncertainties and other factors that are, in some cases,
beyond the Company's control and that could materially affect
actual results. For further discussion of the factors that could
impact the Company's future results, performance, achievements or
transactions, see the documents filed by the Company from time to
time with the Securities and Exchange Commission, and in particular
Item 1A, "Risk Factors," in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2005. The
forward-looking statements contained in this release represent the
Company's judgment as of the date of this release, and the Company
cautions readers not to unduly rely on such statement. DATASOURCE:
Heritage Property Investment Trust, Inc. CONTACT: David Gaw,
+1-617-247-2200, , of Heritage Property Investment Trust, Inc.;
Analyst Info, Claire Koeneman, +1-312-640-6745, or General Info,
Joe Calabrese, +1-212-827-3772, both of Financial Relations Board,
for Heritage Property Investment Trust, Inc. Web site:
http://www.heritagerealty.com/
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