ING Clarion Partnership to Acquire Gables for Cash
07 Juni 2005 - 5:15PM
PR Newswire (US)
ING Clarion Partnership to Acquire Gables for Cash AMSTERDAM and
BOCA RATON, Fla., June 7 /PRNewswire-FirstCall/ -- Gables
Residential Trust (NYSE:GBP) ("Gables" or the "Company") and a
private equity partnership sponsored by ING Clarion Partners ("ING
Clarion"), a wholly-owned subsidiary of ING Groep, NV of the
Netherlands ("ING"), announced today that a partnership managed by
ING Clarion has entered into a definitive agreement to acquire the
Company. The transaction represents the largest public to private
REIT transaction in the multifamily sector. Under the terms of the
agreement, the ING Clarion partnership will acquire all of Gables'
common stock for $43.50 per share in cash. The per share purchase
price represents a 14% premium over Gables closing share price on
June 6, 2005, and an 18% premium over the prior 10 day average
share price. The total consideration is approximately $2.8 billion,
which includes the assumption and refinancing of approximately $1.2
billion of the Company's outstanding debt and the Company's
outstanding Series C-1, Series D and Series Z preferred shares,
which have a liquidation preference of approximately $120 million.
Completion of the transaction, which is expected to occur by the
end of the third quarter of 2005, is subject to approval by the
Company's common shareholders and certain other customary closing
conditions. The transaction has been unanimously approved by the
Company's Board of Trustees, which will recommend that the common
shareholders approve the transaction. Gables will continue to pay
regular monthly dividends at an annualized rate of $2.41 per share
through the closing of the transaction, including a pro rated
dividend for the month in which the transaction closes. Holders of
limited partnership interests in the Company's operating
partnership will be given the choice of either receiving $43.50 in
cash or participating through a limited partnership interest in an
affiliate of the buyer. "The quality of our organization and assets
is evident in ING Clarion's valuation. We believe that this
transaction represents a compelling value for our shareholders,"
noted Chris Wheeler, Executive Chairman. "The transaction with ING
Clarion demonstrates the intrinsic value of our associates and
their ability to generate returns for our investors," said David
Fitch, CEO. "This is great for both our shareholders and
associates, allowing us to continue to execute our real estate
strategy on a go-forward basis in a private setting." ING Clarion,
the managing partner of the new partnership, will provide strategic
oversight, fund governance and portfolio management skills to
capture the benefits afforded by the private sector. These benefits
are anticipated to include operating more opportunistically and
with higher leverage, increasing development activities, entering
new markets, and eliminating public company costs. The transaction
is being financed by $400 million of equity provided by ING with
the balance of the debt and equity capital arranged by Lehman
Brothers Inc. and its affiliates ("Lehman Brothers"). ING Clarion
is a U.S. real estate investment firm with approximately $22
billion under management, including a multifamily portfolio of
approximately 10,000 apartments. ING Clarion is a wholly owned
subsidiary of ING Real Estate, a global real estate investment firm
with $69 billion of assets under management, making it one the
largest in the world. ING Real Estate is owned by ING, a global
financial services firm specializing in insurance, banking and
asset management. Wachovia Securities acted as financial advisor to
Gables and Goodwin Procter LLP provided legal advice. Lehman
Brothers Inc. acted as financial advisor to ING Clarion. King &
Spalding LLP provided legal counsel to ING Clarion and Hogan &
Hartson LLP, Weil Gotshal & Manges LLP, and Cadwalader,
Wickersham & Taft provided legal counsel to Lehman Brothers.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995 This release, including the Supplements,
contains forward-looking statements within the meaning of federal
securities laws. These forward- looking statements reflect the
Company's current views with respect to the future events or
financial performance discussed in this release, based on
management's beliefs and assumptions and information currently
available. When used, the words "believe," "anticipate,"
"estimate," "project," "should," "expect," "plan," "assume" and
similar expressions that do not relate solely to historical matters
identify forward-looking statements. Forward-looking statements in
this release include, without limitation, statements relating to
the anticipated closing date of the transaction, the Company's
ability to generate attractive returns, and the possibility that
any of the conditions to closing, including those outside the
Company's control, will be satisfied. Forward-looking statements
are subject to risks, uncertainties and assumptions and are not
guarantees of future events or performance, which may be affected
by known and unknown risks, trends and uncertainties. Should one or
more of these risks or uncertainties materialize, or should the
Company's assumptions prove incorrect, actual results may vary
materially from those anticipated, projected or implied in the
forward-looking statements. Factors that may cause such a variance
include, among others: local and national economic and market
conditions, including changes in occupancy rates, rental rates, and
job growth; the demand for apartment homes in the Company's current
and proposed markets; the uncertainties associated with the
Company's current real estate development, including actual costs
exceeding the Company's budgets; changes in construction costs;
construction delays due to the unavailability of materials or
weather conditions; the failure to sell assets on favorable terms,
in a timely manner or at all; the failure of acquisitions to yield
anticipated results; the cost and availability of financing;
changes in interest rates; competition; the effects of the
Company's accounting and other policies; and additional factors
discussed from time to time in the Company's filings with the
Securities and Exchange Commission. The Company expressly disclaims
any responsibility to update forward-looking statements to reflect
changes in underlying assumptions or factors, new information,
future events or otherwise. About Gables With a mission of Taking
Care of the Way People Live(R), Gables Residential has received
national recognition for excellence in the management, development,
acquisition and construction of luxury multifamily communities in
high job growth markets. The Company's strategic objective is to
produce total returns through monthly dividends and share price
changes that exceed the NAREIT apartment sector index. The Company
has a research-driven strategy focused on markets characterized by
high job growth and resiliency to national economic downturns.
Within these markets, the Company targets Established Premium
Neighborhoods(TM) ("EPN's"), generally defined as areas with high
per square foot prices for single-family homes. By investing in
resilient, demand-driven markets and EPN(TM) locations with
barriers to entry, the Company expects to achieve its strategic
objective. The Company is one of the largest apartment operators in
the nation and currently manages 41,750 apartment homes in 162
communities. The Company owns or has an interest in 84 communities
it owns with 21,163 stabilized apartment homes primarily in
Atlanta, Houston, South Florida, Austin, Dallas, Washington, D.C.
and San Diego/Inland Empire and has an additional 11 communities
with 2,673 apartment homes under development or lease-up. For
further information, please contact Gables Investor Relations at
(800) 371-2819 or access Gables' website at http://www.gables.com/.
Additional Information about the Merger and Where to Find It In
connection with the proposed merger of Gables with and into a
wholly owned subsidiary of ING Clarion and Lehman Brothers, Gables
intends to file relevant materials with the Securities and Exchange
Commission, including a proxy statement. INVESTORS AND SECURITY
HOLDERS OF GABLES ARE URGED TO READ THESE MATERIALS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT GABLES, ING CLARION, LEHMAN BROTHERS AND THE MERGER. The
proxy statement and other relevant materials (when they become
available) and any other documents filed by Gables with the SEC may
be obtained free of charge at the SEC's website at
http://www.sec.gov/. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by
Gables by contacting Gables Investor Relations at (800) 371-2819 or
accessing Gables' investor relations website. Investors and
security holders are urged to read the proxy statement and the
other relevant materials when they become available before making
any voting or investment decision with respect to the merger.
Gables, ING Clarion, Lehman Brothers and their respective executive
officers, trust managers and directors may be deemed to be
participating in the solicitation of proxies from the security
holders of Gables in connection with the merger. Information about
the executive officers and trust managers of Gables and the number
of Gables common shares beneficially owned by such persons is set
forth in the proxy statement for Gables' 2005 Annual Meeting of
Stockholders, which was filed with the SEC on April 1, 2005. Also
disclosed in the proxy statement for Gables' 2005 Annual Meeting of
Stockholders is the number of Gables common shares beneficially
owned by certain affiliates of ING Clarion. Investors and security
holders may obtain additional information regarding the direct and
indirect interests of Gables, ING Clarion, Lehman Brothers and
their respective executive officers, trust managers and directors
in the merger by reading the proxy statement regarding the merger
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.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. CONTACT: Marvin R. Banks Jr. Chief
Financial Officer Gables Residential Trust (770) 438-5501
DATASOURCE: Gables Residential Trust CONTACT: Marvin R. Banks Jr.,
Chief Financial Officer of Gables Residential Trust,
+1-770-438-5501 Web site: http://www.gables.com/
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