Neuberger Berman Real Estate Income Fund Inc. Provides Update on Previously Announced Liquidation Proposal
11 August 2007 - 8:01AM
Business Wire
Neuberger Berman Real Estate Income Fund Inc. (NYSE:�NRL) and the
Lola Brown Trust No. 1B (the "Trust"), announced today that they
are engaged in settlement discussions to fully resolve their
ongoing litigation over the Trust's existing tender offer. As part
of the contemplated settlement, NRL and the Trust expect that the
Trust will amend its existing tender offer in a manner that meets
with approval from the NRL Board of Directors. Such a revised
tender offer would include the following material improvements:
(1)�the Trust will offer to purchase in the tender offer up to 100%
of the outstanding shares of NRL's common stock, subject to certain
conditions to be stated in the offer, including a minimum condition
that after consummation of the tender offer the Trust would own a
majority of the outstanding NRL shares and (2)�the purchase price
per share of NRL common stock would be changed to 99.0% of the
Fund's net asset value ("NAV") as determined at the close of
trading on the NYSE as of the expiration date of the Trust's
revised tender offer. NRL and the Trust believe that tendering
common stockholders would receive payment for their shares of NRL
common stock more quickly under such a revised tender offer than
pursuant to a liquidation and distribution of the Fund's assets.
Accordingly, NRL and the Trust expect that the settlement would
provide that NRL's takeover defenses would not apply to the revised
tender offer. NRL and the Trust note, however, that the revised
offer currently under discussion is subject to a number of
conditions, and the Trust is discussing the terms of the revised
tender offer with the staff of the Securities and Exchange
Commission. There can be no assurance that a final settlement will
be reached between NRL and the Trust, or that the terms of any
final settlement or revised tender offer would reflect the
contemplated terms described in this press release. The Fund
intends to hold its special stockholders' meeting as previously
announced on Tuesday, August�28,�2007 at 11:00�a.m. at 605 Third
Avenue, New York, NY 10158. However, if a final settlement is
reached with the Trust before that date and the Trust revises its
tender offer as discussed above, the Fund intends to postpone until
September�27, 2007 any vote at the stockholders' meeting on the
proposal to liquidate the Fund's assets and distribute the net
proceeds to its stockholders. If the revised tender offer is made
and closes before the postponed liquidation vote, the Fund would
expect to withdraw the proposal to vote on liquidation. Conversely,
if the tender offer has not closed before the postponed liquidation
vote, the liquidation vote would be conducted on September�27,�2007
and the Trust would vote its shares of NRL common stock in favor of
the liquidation proposal. The record date for determining
stockholders entitled to vote at the meeting on August�28,�2007
and, if necessary, at any adjourned meeting on September�27, 2007,
remains May�30,�2007. Information about the Trust's revised tender
offer If and when the Trust revises its existing tender offer, each
security holder of the Fund should read the tender offer statement
to be filed with the SEC by the Trust because it will contain
important information about the revised tender offer. Security
holders of the Fund will be able to obtain the amended tender offer
statement and other documents that will be filed with the SEC for
free on the Securities and Exchange Commission's web site at
http://www.sec.gov. MacKenzie Partners, Inc. is acting as the
information agent and The Colbent Corporation is the depository for
the Trust's tender offer. Copies of the Trust's existing Offer to
Purchase, Letter of Transmittal and other related documents may be
obtained at no charge from MacKenzie Partners,�Inc. at 800-322-2885
(toll-free), 212-929-5500 (collect), or from the SEC's web site at
www.sec.gov. This news release is not an offer to purchase, nor is
it a solicitation of an offer to sell, any securities. The Trust's
tender offer may only be made pursuant to the Offer to Purchase, as
amended, and the accompanying Letter of Transmittal. Holders of
shares of common stock of the Fund should read carefully the Offer
to Purchase and related materials, including any amendments
thereto, when made available because they will contain important
information. The Trust will mail a copy of the applicable Offer to
Purchase, the Letter of Transmittal and related documents,
including amendments thereto, to each of the holders of common
stock of the Fund. Forward-Looking Statements Statements made in
this release that look forward in time involve risks and
uncertainties and are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such risks
and uncertainties include, without limitation, the adverse effect
from a decline in the securities markets or a decline in the Fund's
performance, a general downturn in the economy, competition from
other funds, changes in government policy or regulation, inability
of the Fund's investment advisor to attract or retain key
employees, inability of the Fund's investment advisor to implement
its investment strategy, inability of the Fund to manage unforeseen
costs and other effects related to legal proceedings or
investigations of governmental and self-regulatory organizations.
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