10.07.2007 10:00:00
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Archstone-Smith Sets Date for Special Shareholders Meeting
Archstone-Smith Trust (NYSE: ASN) today announced that it has scheduled
a special meeting of its shareholders to approve the merger of Archstone
with and into a subsidiary of River Holding, LP, an entity jointly
controlled by affiliates of Tishman Speyer Real Estate Venture VII, L.P.
and Lehman Brothers Holdings Inc., pursuant to the Agreement and Plan of
Merger, dated as of May 28, 2007, among Archstone, Archstone-Smith
Operating Trust, and affiliates of Tishman Speyer Real Estate Venture
VII, L.P. and Lehman Brothers Holdings Inc., and the other transactions
contemplated by the merger agreement. The special meeting will be held
on Tuesday, August 21, 2007 at 12:00 noon, Mountain Time, at The Hyatt
Regency Denver Tech Center, Business Plan Lounge, 7800 East Tufts
Avenue, Denver, Colorado.
Holders of Archstone common shares of beneficial interest of record at
the close of business on July 12, 2007, the record date for the special
meeting, will be entitled to vote at the meeting. Completion of the
transactions is subject to the affirmative vote of holders of at least a
majority of Archstone’s outstanding common
shares and other customary closing conditions.
Under the terms of the merger agreement, holders of Archstone’s
common shares (other than Archstone, its subsidiaries and the affiliate
of Tishman Speyer Real Estate Venture VII, L.P. and Lehman Brothers
Holdings Inc. with which Archstone would merge) will receive $60.75 in
cash, without interest, for each common share issued and outstanding
immediately prior to the effective time of the merger.
About Archstone-Smith
Archstone-Smith (NYSE: ASN), an S&P 500 company, is a recognized leader
in apartment investment and operations. The company’s
portfolio is concentrated in many of the most desirable neighborhoods in
the Washington, D.C. metropolitan area, Southern California, the San
Francisco Bay Area, the New York metropolitan area, Seattle and Boston.
The company continually upgrades the quality of its portfolio through
the selective sale of assets, using proceeds to fund investments in
assets with even better growth prospects. Through its two brands,
Archstone and Charles E. Smith, Archstone-Smith strives to provide great
apartments and great service to its customers —
backed by unconditional service guarantees. As of March 31, 2007, the
company owned or had an ownership position in 344 communities,
representing 86,014 units, including units under construction.
About Tishman Speyer
Tishman Speyer is one of the leading owners, developers, operators, and
fund managers of first-class real estate in the world. Since 1978,
Tishman Speyer has acquired, developed and operated more than 230
properties totaling over 100 million square feet and over 14,000
residential units, and manages a property portfolio in excess of
$40 billion in total value across the United States, Europe, Latin
America and Asia, including signature properties such as New York’s
Rockefeller Center and the Chrysler Center, Berlin’s
Sony Center and Torre Norte in São Paolo,
Brazil.
Safe Harbor Statement
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These statements are based on
current expectations, estimates and projections about the industry,
markets in which Archstone-Smith operates, management’s
beliefs, assumptions made by management and the transactions described
in this press release. While Archstone-Smith management believes the
assumptions underlying its forward-looking statements and information
are reasonable, such information is necessarily subject to uncertainties
and may involve certain risks, many of which are difficult to predict
and are beyond management’s control. These
risks include, but are not limited to, (1) the occurrence of any event,
change or other circumstances that could give rise to the termination of
the merger agreement; (2) the outcome of pending legal proceedings
instituted against Archstone-Smith, its trustees and certain members of
management; (3) the inability to complete the merger due to the failure
to obtain shareholder approval or the failure to satisfy other
conditions to completion of the merger, including the expiration of any
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, if applicable, compliance with European anti-trust regulations,
and the effectiveness of the registration statement relating to the
issuance of Series O Preferred Units in the operating trust merger;
(4) risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as a
result of the merger; (5) the ability to recognize the benefits of the
merger; (6) the amount of the costs, fees, expenses and charges related
to the merger and the actual terms of certain financings that will be
obtained for the merger; and (7) the impact of the substantial
indebtedness incurred to finance the consummation of the merger; and
other risks that are set forth under "Risk
Factors” in Archstone-Smith’s
2006 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for
the quarter ended March 31, 2007. All forward-looking statements speak
only as of the date of this press release or, in the case of any
document incorporated by reference, the date of that document. All
subsequent written and oral forward-looking statements attributable to
us or any person acting on our behalf are qualified by the cautionary
statements in this section. We undertake no obligation to update or
publicly release any revisions to forward-looking statements to reflect
events, circumstances or changes in expectations after the date of this
press release.
Additional Information about the Merger and Where to Find It
This communication is being made in respect of the proposed merger
transactions involving Archstone-Smith and Archstone-Smith Operating
Trust. Archstone-Smith will file a definitive proxy statement with the
SEC in connection with the proposed merger. Archstone-Smith urges
investors and shareholders to read the proxy statement when it becomes
available and any other relevant documents filed by Archstone-Smith with
the SEC because they will contain important information. Separately,
Archstone-Smith Operating Trust will file a prospectus/information
statement with the SEC in connection with the proposed Archstone-Smith
Operating Trust merger. Archstone-Smith Operating Trust urges investors
and unitholders to read the prospectus/information statement when it
becomes available and any other relevant documents filed by
Archstone-Smith Operating Trust with the SEC because they will contain
important information.
The final proxy statement will be mailed to Archstone-Smith shareholders
and the prospectus/information statement will be mailed to
Archstone-Smith Operating Trust unitholders. The proxy statement,
prospectus/information statement and other documents filed with the SEC
will be available free of charge at the website maintained by the SEC at www.sec.gov.
In addition, documents filed with the SEC by Archstone-Smith and
Archstone-Smith Operating Trust will be available free of charge on the
investor relations portion of Archstone-Smith’s
website at www.ArchstoneSmith.com,
or by contacting the investor relations department of Archstone-Smith,
telephone (303) 708-5959.
Archstone-Smith and certain of its trustees and executive officers may
be deemed to be participants in the solicitation of proxies from its
shareholders in connection with the merger. The names of Archstone-Smith’s
trustees and executive officers and a description of their interests in
Archstone-Smith are set forth in the definitive proxy statement for its
2007 annual meeting of shareholders, which was filed with the SEC on
April 11, 2007. Investors, shareholders and unitholders can obtain
updated information regarding the direct and indirect interests of
Archstone-Smith’s trustees and executive
officers in the Archstone-Smith merger by reading the definitive proxy
statement when it becomes available.
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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