Headline of release should read: Trammell Crow Company Announces
Agreement to Be Acquired For $49.51 Per Share or Approximately $2.2
Billion (sted Trammell Crow Company Announces Agreement to Be
Acquired For $49.51 Per Share or Approximately $2.0 Billion). The
release reads: TRAMMELL CROW COMPANY ANNOUNCES AGREEMENT TO BE
ACQUIRED FOR $49.51 PER SHARE OR APPROXIMATELY $2.2 BILLION
Trammell Crow Company (NYSE: TCC) today announced the execution of
a definitive agreement whereby CB Richard Ellis Group, Inc. (NYSE:
CBG) would acquire the Company in a transaction valued at
approximately, $2.2 billion, including the assumption of corporate
debt and transaction and integration costs. Under the terms of the
agreement, Trammell Crow Company�s stockholders will receive $49.51
in cash for each share of Trammell Crow Company common stock they
hold. Robert Sulentic, the Company�s Chairman and Chief Executive
Officer, stated, �We are committed to providing outstanding value
for our shareholders, and this combination accomplishes that
objective. Our shareholders will receive value through the purchase
of their shares at a very attractive price. We also believe our
clients will benefit from the capabilities and resources of this
expanded global platform.� The Board of Directors of Trammell Crow
Company has unanimously approved the merger agreement and has
recommended to its stockholders that they approve and adopt the
agreement. Completion of the transaction is conditioned on, among
other things, regulatory review and approval by the Company�s
stockholders. The transaction is not conditioned on the receipt of
financing by CB Richard Ellis Group, Inc. The transaction is
expected to close late 2006 or early 2007. Lazard Freres & Co.
LLC acted as financial advisor to the Company and provided a
fairness opinion to the Board of Directors of the Company in
connection with the transaction. A conference call hosted by Robert
Sulentic and Derek McClain, the Company�s Chief Financial Officer,
and other members of Company management, will be held at 11:00 a.m.
Eastern Time on November 2 to discuss the financial results for the
third quarter ended September 30, 2006, and to address the pending
sale of the Company. A live web cast of the call may be accessed
through the Investor Relations section of Trammell Crow Company's
website at www.trammellcrow.com. A replay of the call also will be
available through the Investor Relations section of Trammell Crow
Company's website through November 9, 2006. About Trammell Crow
Company Founded in 1948, Trammell Crow Company is one of the
largest diversified commercial real estate services companies in
the world. The Company provides brokerage, project management,
building management, and development and investment services to
both investors in and users of commercial real estate. In addition
to its full service offices located throughout the United States,
the Company has offices in Canada, Europe, Asia and Latin/South
America focused on the delivery of real estate services to user
clients. The Company delivers brokerage services outside the United
States through strategic alliances with leading providers - in
Europe and Asia, through Savills, plc, a leading property services
company based in the United Kingdom; and in Canada, through JJ
Barnicke, a leading Canadian real estate services provider. The
Company delivers building management, brokerage, and project
management services in India through Trammell Crow Meghraj, India's
leading property services company jointly owned by the Company and
certain international partners. Trammell Crow Company is traded on
the New York Stock Exchange under the ticker symbol "TCC" and is
located on the World Wide Web at www.trammellcrow.com. Additional
Information and Where to Find It In connection with the proposed
merger, Trammell Crow Company will be filing a proxy statement and
relevant documents concerning the transaction with the Securities
and Exchange Commission. INVESTORS AND SECURITY HOLDERS OF TRAMMELL
CROW COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain free copies of the proxy statement and
other documents when they become available by contacting Investor
Relations at ir@trammellcrow.com, or by mail at Investor Relations,
2001 Ross Avenue, Suite 3400, Dallas, Texas 75201, or by telephone:
(214) 863-3020. In addition, documents filed with the SEC by
Trammell Crow Company are available free of charge at the
Securities and Exchange Commission�s web site at
http://www.sec.gov. Trammell Crow and its directors, executive
officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed
transaction. Information concerning the special interests of these
directors, executive officers and other members of the Company�s
management and employees in the proposed transaction will be
included in the proxy statement of the Company described above.
Information regarding Trammell Crow�s directors and executive
officers is also available in its proxy statement for its 2006
Annual Meeting of Stockholders, which was filed with the SEC on
April 17, 2006, and also in its proxy statement for a Special
Meeting of Stockholders, which was filed with the SEC on July 5,
2006. This document is available free of charge at the SEC�s
website at www.sec.gov and from Investor Relations at the Company
as described above. Safe Harbor Statement Under the Private
Securities Litigation Reform Act of 1995 Certain statements
contained in this press release, including without limitation
statements containing the words "believe," "anticipate,"
"attainable," "forecast," "will," "may," "expect(ation),"
"envision," "project," "budget," "objective," "goal,"
"target(ing)," "estimate," "could," "should," "would,"
"conceivable," "intend," "possible," "prospects," "foresee,"
"look(ing) for," "look to" and words of similar import, are
forward-looking statements within the meaning of the federal
securities laws. Such forward-looking statements involve known and
unknown risks, uncertainties and other matters which may cause the
actual results, performance or achievements of the Company or
industry results to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other
matters include, but are not limited to (i) the ability of the
Company to complete the proposed transaction with [Ocean] due to a
number of factors, including but not limited to, the ability of the
Company and [Ocean] to satisfy the various conditions contained in
the merger agreement between the parties, including Trammell Crow
stockholder approval, regulatory approvals and other customary
conditions, (ii) the ability of the Company to retain its major
customers and renew its contracts, (iii) the ability of the Company
to attract new user and investor customers, (iv) the ability of the
Company to manage fluctuations in net earnings and cash flow which
could result from the Company's participation as a principal in
real estate investments, (v) the Company's ability to continue to
pursue its growth strategy, (vi) the Company's ability to pursue
strategic acquisitions on favorable terms and manage challenges and
issues commonly encountered as a result of those acquisitions,
(vii) the Company's ability to compete in highly competitive
national and local business lines, (viii) the Company's ability to
attract and retain qualified personnel in all areas of its business
(particularly senior management), (ix) the timing of individual
transactions, (x) the ability of the Company to identify, implement
and maintain the benefit of cost reduction measures and achieve
economies of scale and (xi) the ability of the Company to compete
effectively in the international arena and manage the risks of
operating in the international arena (including foreign currency
exchange risk). In addition, the Company's ability to achieve
certain anticipated results will be subject to other factors
affecting the Company's business that are beyond the Company's
control, including but not limited to general economic conditions
(including interest rates, the cost and availability of capital for
investment in real estate, clients' willingness to make real estate
commitments and other factors impacting the value of real estate
assets), the effect of government regulation on the conduct of the
Company's business and the threat of terrorism and acts of war.
Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. The Company disclaims
any obligation to update any such statements or publicly announce
any updates or revisions to any of the forward-looking statements
contained herein to reflect any change in the Company's expectation
with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements. Reference
is hereby made to the disclosures contained under in "Item 1A. Risk
Factors" of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 15, 2006. Headline of
release should read: Trammell Crow Company Announces Agreement to
Be Acquired For $49.51 Per Share or Approximately $2.2 Billion
(sted Trammell Crow Company Announces Agreement to Be Acquired For
$49.51 Per Share or Approximately $2.0 Billion). The release reads:
TRAMMELL CROW COMPANY ANNOUNCES AGREEMENT TO BE ACQUIRED FOR $49.51
PER SHARE OR APPROXIMATELY $2.2 BILLION Trammell Crow Company
(NYSE: TCC) today announced the execution of a definitive agreement
whereby CB Richard Ellis Group, Inc. (NYSE: CBG) would acquire the
Company in a transaction valued at approximately, $2.2 billion,
including the assumption of corporate debt and transaction and
integration costs. Under the terms of the agreement, Trammell Crow
Company's stockholders will receive $49.51 in cash for each share
of Trammell Crow Company common stock they hold. Robert Sulentic,
the Company's Chairman and Chief Executive Officer, stated, "We are
committed to providing outstanding value for our shareholders, and
this combination accomplishes that objective. Our shareholders will
receive value through the purchase of their shares at a very
attractive price. We also believe our clients will benefit from the
capabilities and resources of this expanded global platform." The
Board of Directors of Trammell Crow Company has unanimously
approved the merger agreement and has recommended to its
stockholders that they approve and adopt the agreement. Completion
of the transaction is conditioned on, among other things,
regulatory review and approval by the Company's stockholders. The
transaction is not conditioned on the receipt of financing by CB
Richard Ellis Group, Inc. The transaction is expected to close late
2006 or early 2007. Lazard Freres & Co. LLC acted as financial
advisor to the Company and provided a fairness opinion to the Board
of Directors of the Company in connection with the transaction. A
conference call hosted by Robert Sulentic and Derek McClain, the
Company's Chief Financial Officer, and other members of Company
management, will be held at 11:00 a.m. Eastern Time on November 2
to discuss the financial results for the third quarter ended
September 30, 2006, and to address the pending sale of the Company.
A live web cast of the call may be accessed through the Investor
Relations section of Trammell Crow Company's website at
www.trammellcrow.com. A replay of the call also will be available
through the Investor Relations section of Trammell Crow Company's
website through November 9, 2006. About Trammell Crow Company
Founded in 1948, Trammell Crow Company is one of the largest
diversified commercial real estate services companies in the world.
The Company provides brokerage, project management, building
management, and development and investment services to both
investors in and users of commercial real estate. In addition to
its full service offices located throughout the United States, the
Company has offices in Canada, Europe, Asia and Latin/South America
focused on the delivery of real estate services to user clients.
The Company delivers brokerage services outside the United States
through strategic alliances with leading providers - in Europe and
Asia, through Savills, plc, a leading property services company
based in the United Kingdom; and in Canada, through JJ Barnicke, a
leading Canadian real estate services provider. The Company
delivers building management, brokerage, and project management
services in India through Trammell Crow Meghraj, India's leading
property services company jointly owned by the Company and certain
international partners. Trammell Crow Company is traded on the New
York Stock Exchange under the ticker symbol "TCC" and is located on
the World Wide Web at www.trammellcrow.com. Additional Information
and Where to Find It In connection with the proposed merger,
Trammell Crow Company will be filing a proxy statement and relevant
documents concerning the transaction with the Securities and
Exchange Commission. INVESTORS AND SECURITY HOLDERS OF TRAMMELL
CROW COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain free copies of the proxy statement and
other documents when they become available by contacting Investor
Relations at ir@trammellcrow.com, or by mail at Investor Relations,
2001 Ross Avenue, Suite 3400, Dallas, Texas 75201, or by telephone:
(214) 863-3020. In addition, documents filed with the SEC by
Trammell Crow Company are available free of charge at the
Securities and Exchange Commission's web site at
http://www.sec.gov. Trammell Crow and its directors, executive
officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed
transaction. Information concerning the special interests of these
directors, executive officers and other members of the Company's
management and employees in the proposed transaction will be
included in the proxy statement of the Company described above.
Information regarding Trammell Crow's directors and executive
officers is also available in its proxy statement for its 2006
Annual Meeting of Stockholders, which was filed with the SEC on
April 17, 2006, and also in its proxy statement for a Special
Meeting of Stockholders, which was filed with the SEC on July 5,
2006. This document is available free of charge at the SEC's
website at www.sec.gov and from Investor Relations at the Company
as described above. Safe Harbor Statement Under the Private
Securities Litigation Reform Act of 1995 Certain statements
contained in this press release, including without limitation
statements containing the words "believe," "anticipate,"
"attainable," "forecast," "will," "may," "expect(ation),"
"envision," "project," "budget," "objective," "goal,"
"target(ing)," "estimate," "could," "should," "would,"
"conceivable," "intend," "possible," "prospects," "foresee,"
"look(ing) for," "look to" and words of similar import, are
forward-looking statements within the meaning of the federal
securities laws. Such forward-looking statements involve known and
unknown risks, uncertainties and other matters which may cause the
actual results, performance or achievements of the Company or
industry results to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other
matters include, but are not limited to (i) the ability of the
Company to complete the proposed transaction with (Ocean) due to a
number of factors, including but not limited to, the ability of the
Company and (Ocean) to satisfy the various conditions contained in
the merger agreement between the parties, including Trammell Crow
stockholder approval, regulatory approvals and other customary
conditions, (ii) the ability of the Company to retain its major
customers and renew its contracts, (iii) the ability of the Company
to attract new user and investor customers, (iv) the ability of the
Company to manage fluctuations in net earnings and cash flow which
could result from the Company's participation as a principal in
real estate investments, (v) the Company's ability to continue to
pursue its growth strategy, (vi) the Company's ability to pursue
strategic acquisitions on favorable terms and manage challenges and
issues commonly encountered as a result of those acquisitions,
(vii) the Company's ability to compete in highly competitive
national and local business lines, (viii) the Company's ability to
attract and retain qualified personnel in all areas of its business
(particularly senior management), (ix) the timing of individual
transactions, (x) the ability of the Company to identify, implement
and maintain the benefit of cost reduction measures and achieve
economies of scale and (xi) the ability of the Company to compete
effectively in the international arena and manage the risks of
operating in the international arena (including foreign currency
exchange risk). In addition, the Company's ability to achieve
certain anticipated results will be subject to other factors
affecting the Company's business that are beyond the Company's
control, including but not limited to general economic conditions
(including interest rates, the cost and availability of capital for
investment in real estate, clients' willingness to make real estate
commitments and other factors impacting the value of real estate
assets), the effect of government regulation on the conduct of the
Company's business and the threat of terrorism and acts of war.
Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. The Company disclaims
any obligation to update any such statements or publicly announce
any updates or revisions to any of the forward-looking statements
contained herein to reflect any change in the Company's expectation
with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements. Reference
is hereby made to the disclosures contained under in "Item 1A. Risk
Factors" of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 15, 2006.
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