Monmouth Real Estate Investment Corporation (NYSE: MNR), or
Monmouth, announced today that it has entered into a definitive
merger agreement with Industrial Logistics Properties Trust
(Nasdaq: ILPT) under which ILPT will acquire all of the outstanding
shares of Monmouth for $21.00 per share in an all-cash transaction
valued at approximately $4.0 billion including the assumption of
debt and the committed acquisition and expansion pipeline (the
“Transaction”). The Transaction has been unanimously approved by
Monmouth’s Board of Directors.
The Transaction price of $21.00 per share represents a 24%
premium to the unaffected closing share price of $16.99 on December
18, 2020 and a 36% premium to the 30-day volume weighted average
unaffected trading share price of $15.43.
This Transaction with ILPT is the culmination of the
comprehensive strategic review processes undertaken by Monmouth’s
Board of Directors, which were publicly announced and re-initiated
in early September of this year following the prior comprehensive
process initiated in January of this year. As part of these
processes, Monmouth’s Board and advisors invited over 90 potential
counterparties to participate including strategic acquirers,
private equity firms, pension and sovereign wealth funds,
investment management firms and all parties that had publicly or
confidentially expressed interest to the Company or its advisors in
acquiring the Company. The transaction announced today represents
the highest bid received by the Company and is an all-cash
transaction.
Michael Landy, President and CEO, said, “The Monmouth Board and
management team have stayed focused on maximizing value for our
shareholders, and we are pleased to have reached this definitive
agreement with ILPT to deliver immediate and certain all-cash value
to our shareholders at a significant premium. The substantial
interest in our company is a testament to our success building a
best-in-class net-leased industrial real estate portfolio that is
well positioned to benefit from the accelerated adoption of
e-commerce. After over 50 years of success, we are thankful to all
of our dedicated employees and partners for their hard work in
building a great company and for helping us to deliver this
terrific outcome for our shareholders. Much gratitude is warranted
for the strong leadership and unwavering dedication provided by our
Founder and Chairman, Eugene Landy throughout our 53-year
journey.”
Brian Haimm, Lead Independent Director of Monmouth’s Board,
said, “Today’s announcement is the result of an exhaustive
strategic review process in which the highest bid prevailed. The
entire Board unanimously believes this transaction delivers
compelling value to our shareholders and recognizes the value of
Monmouth’s high quality logistics portfolio.”
Transaction Details
The Transaction is expected to close in the first half of 2022,
subject to approval by Monmouth’s shareholders and the satisfaction
of other customary closing conditions. The Transaction is not
contingent upon financing.
Under the terms of the agreement, Monmouth shareholders will be
entitled to receive the previously announced dividend of $0.18
payable on December 15, 2021. If the Transaction is not consummated
by March 31, 2022, Monmouth shareholders will also be entitled to
receive a dividend for that completed quarter up to $0.18 if and as
declared. In addition, Monmouth plans to continue to pay its
regular quarterly 6.125% Series C Cumulative Redeemable Preferred
Stock dividend through the closing of the Transaction.
Upon completion of the Transaction, Monmouth’s common stock will
no longer be listed on the New York Stock Exchange.
Due to the pending Transaction, Monmouth will not hold a
conference call following the upcoming release of its fourth
quarter and full year financial results. The Company will file its
10-K by the applicable November deadline.
Advisors
J.P. Morgan Securities LLC and CS Capital Advisors, LLC are
acting as financial advisors and Wachtell, Lipton, Rosen & Katz
and Stroock & Stroock & Lavan LLP are serving as legal
advisors to Monmouth.
About Monmouth Monmouth Real Estate Investment
Corporation, founded in 1968, is one of the oldest public equity
REITs in the world. The Company specializes in single tenant,
net-leased industrial properties, subject to long-term leases,
primarily to investment grade tenants. Monmouth Real Estate
Investment Corporation is a fully integrated and self-managed real
estate company, whose property portfolio consists of 123 properties
containing a total of approximately 25.2 million rentable square
feet, geographically diversified across 32 states. In addition, the
Company’s acquisition pipeline contains three built-to-suit
properties under contract representing an additional 1.1 million
rentable square feet. The Company’s occupancy rate as of this date
is 99.7%.
Additional Information and Where to Find ItIn
connection with the Transaction, Monmouth intends to file with the
U.S. Securities and Exchange Commission (“SEC”) a
proxy/solicitation statement and associated white proxy card, which
will be sent to the common stockholders of Monmouth seeking their
approval of the merger (the “proxy statement”). Monmouth may also
file other documents regarding the Transaction with the SEC. This
communication is not intended to be, and is not, a substitute for
such filings or for any other document that Monmouth may file with
the SEC in connection with the Transaction. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE
URGED TO CAREFULLY READ THE ENTIRE PROXY STATEMENT, WHEN IT BECOMES
AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain
free copies of the proxy statement and other documents filed with
the SEC by Monmouth, when they become available, through the
website maintained by the SEC at www.sec.gov. In addition,
investors and security holders will be able to obtain free copies
of the proxy statement and other documents filed with the SEC on
Monmouth’s website at www.mreic.reit.
Participants in the SolicitationMonmouth and
certain of its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Monmouth’s
stockholders in connection with the Transaction under the rules of
the SEC. Investors may obtain information regarding the names,
affiliations and interests of directors and executive officers of
Monmouth in Monmouth’s Annual Report on Form 10-K for Monmouth’s
fiscal year ended September 30, 2020, which was filed with the SEC
on November 23, 2020, as well as in its other filings with the SEC.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC in respect of the Transaction when they become
available.
Forward-Looking StatementsSome of the
statements contained in this press release constitute
forward-looking statements within the meaning of the federal
securities laws, including, but not limited to, statements
regarding consummating the merger and the timing thereof. Any
forward-looking statements contained in this press release are
intended to be made pursuant to the safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934, as amended.
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. In some cases, you can identify forward-looking
statements by the use of forward-looking terminology such as “may,”
“will,” “should,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential,” or the negative
of these words and phrases or similar words or phrases which are
predictions of or indicate future events or trends and which do not
relate solely to historical matters. You can also identify
forward-looking statements by discussions of strategy, plans or
intentions.
The forward-looking statements contained in this press release
reflect Monmouth’s current views about future events and are
subject to numerous known and unknown risks, uncertainties,
assumptions and changes in circumstances that may cause actual
results to differ significantly from those expressed in any
forward-looking statement, including, without limitation, (i)
inability to complete the Transaction because, among other reasons,
one or more conditions to the closing of the Transaction may not be
satisfied or waived; (ii) uncertainty as to the timing of
completion of the Transaction; (iii) potential adverse effects or
changes to relationships with tenants, employees, service providers
or other parties resulting from the announcement or completion of
the Transaction; (iv) the outcome of any legal proceedings that may
be instituted against the parties and others related to the Merger
Agreement; (v) possible disruptions from the Transaction that could
harm Monmouth’s business, including current plans and operations;
(vi) unexpected costs, charges or expenses resulting from the
Transaction; (vii) legislative, regulatory and economic
developments; and (viii) unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism, outbreak of war or hostilities and epidemics and
pandemics, including COVID-19, as well as management’s response to
any of the aforementioned factors. Monmouth does not guarantee that
the Transaction and events described will happen as described (or
that they will happen at all). For a further discussion of other
factors that could cause Monmouth’s future results to differ
materially from any forward-looking statements, see the section
entitled “Risk Factors” in Monmouth’s most recent Annual Report on
Form 10-K and in its Quarterly Reports on Form 10-Q for subsequent
quarters.
While forward-looking statements reflect Monmouth’s good faith
beliefs, they are not guarantees of future performance. Monmouth
disclaims any obligation to publicly update or revise any
forward-looking statement to reflect changes in underlying
assumptions or factors, of new information, data or methods, future
events or other changes.
Contacts:
InvestorsBecky Coleridge(732)
577-9996mreic@mreic.com
MediaAndrew Siegel / Lyle WestonJoele
Frank(212) 355-4449
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