CHICAGO and DALLAS, June 28,
2019 /PRNewswire/ -- Jones Lang LaSalle Incorporated
(NYSE: JLL) and HFF, Inc. (NYSE: HF) announced today that the
parties have received the requisite regulatory approvals and that
JLL's acquisition of HFF is expected to close on Monday, July 1, 2019, after the close of regular
trading hours on the New York Stock Exchange, pending approval by
HFF stockholders at the HFF annual stockholders meeting earlier in
the day on July 1, and subject to the
satisfaction or waiver of other customary closing conditions.
As previously announced on March 19,
2019, JLL and HFF entered into a definitive agreement under
which JLL will acquire all the outstanding shares of HFF in a cash
and stock transaction.
About JLL
JLL (NYSE: JLL) is a leading professional services firm that
specializes in real estate and investment management. Our vision is
to reimagine the world of real estate, creating rewarding
opportunities and amazing spaces where people can achieve their
ambitions. In doing so, we will build a better tomorrow for our
clients, our people and our communities. JLL is a Fortune 500
company with annual revenue of $16.3
billion, operations in over 80 countries and a global
workforce of over 91,000 as of March 31,
2019. JLL is the brand name, and a registered trademark, of
Jones Lang LaSalle Incorporated. For further information, visit
jll.com.
About HFF
Through its subsidiaries, Holliday
Fenoglio Fowler, L.P., HFF Real Estate Limited, HFF
Securities L.P. and HFF Securities Limited, HFF operates out of 26
offices and is one of the leading and largest full-service
commercial real estate financial intermediaries, providing
commercial real estate and capital markets services to both the
consumers and providers of capital in the commercial real estate
sector. HFF offers clients a fully-integrated capital markets
platform including debt placement, investment advisory, equity
placement, funds marketing, M&A and corporate advisory, loan
sales and commercial loan servicing.
Forward-Looking Statements
This communication may contain certain statements that predict
or forecast future events or results, or intentions, beliefs and
expectations or predictions for the future of JLL (the "Company")
and HFF ("HFF"), which are forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act of 1995,
including statements with respect to the anticipated effects of the
proposed transaction, expectations with respect to synergies, the
proposed transaction's anticipated benefits to stockholders, the
anticipated timing of the closing of the proposed transaction and
plans with respect to the leadership of the combined company
following the closing of the proposed transaction. Words such as
"believes," "expects," "anticipates," "estimates," "intends,"
"plans," "seeks," "projects" or words of similar meaning, or future
or conditional verbs, such as "will," "should," "would," "could,"
"may" or variations of such words and similar expressions are
intended to identify such forward-looking statements, which are not
statements of historical fact or guarantees or assurances of future
performance. However, the absence of these words or similar
expressions does not mean that a statement is not
forward-looking.
Actual results could differ materially from those projected or
forecast in the forward-looking statements. The factors that could
cause actual results to differ materially include, without
limitation, the following risks, uncertainties or assumptions: the
satisfaction of the conditions precedent to the consummation of the
proposed transaction, including, without limitation, the receipt of
HFF stockholder and regulatory approvals on the terms desired or
anticipated; unanticipated difficulties or expenditures relating to
the proposed transaction, including, without limitation,
difficulties that result in the failure to realize expected
synergies, efficiencies and cost savings from the proposed
transaction within the expected time period (if at all); potential
difficulties in the Company's and HFF's ability to retain employees
as a result of the announcement and pendency of the proposed
transaction; the Company's ability to obtain and maintain an
investment grade credit rating and obtain financing on the
anticipated terms and schedule; risks relating to the value of the
Company's shares to be issued in the proposed transaction;
disruptions of the Company's and HFF's current plans, operations
and relationships with customers caused by the announcement and
pendency of the proposed transaction; the outcome of legal
proceedings related to the proposed transaction; and other factors
described in the Company's annual report on Form 10-K for the
fiscal year ended December 31, 2018,
which was filed with the Securities and Exchange Commission (the
"SEC") on February 26, 2019, HFF's
annual report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC
on February 28, 2019 (as amended on
Form 10-K/A filed with the SEC on April 30,
2019), and other filings, including quarterly reports, made
by the Company and HFF from time to time with the SEC. The factors
described in such SEC filings include, without limitation: the
effect of political, economic and market conditions and
geopolitical events; the logistical and other challenges inherent
in operating in numerous different countries; the actions and
initiatives of current and potential competitors; the level and
volatility of real estate prices, interest rates, currency values
and other market indices; the outcome of pending litigation; and
the impact of current, pending and future legislation and
regulation.
Neither the Company nor HFF undertakes, and each of them
expressly disclaims, any duty to update any forward-looking
statement whether as a result of new information, future events or
otherwise, except as required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof.
No Offer or Solicitation
This communication shall not constitute 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, and otherwise in accordance with
applicable law.
Additional Information Regarding the Proposed Transaction and
Where to Find It
The proposed transaction involving the Company and HFF is being
submitted to the stockholders of HFF for their consideration. In
connection with the proposed transaction, the Company has prepared
a registration statement on Form S-4 that includes a proxy
statement/prospectus for HFF's stockholders filed with the SEC, and
HFF has mailed the proxy statement/prospectus to its stockholders
and both the Company and HFF have filed other documents regarding
the proposed transaction with the SEC that are available for
review. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, AS
APPLICABLE, INVESTORS AND SECURITY HOLDERS OF JLL AND/OR HFF
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT / PROSPECTUS
REGARDING THE PROPOSED MERGER TRANSACTION AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and securityholders may obtain free copies
of the definitive proxy statement/prospectus, any amendments or
supplements thereto and other documents containing important
information about each of JLL and HFF through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed
with the SEC by JLL are available free of charge under the
"Investor relations" section of JLL's website located at
http://www.jll.com or by contacting JLL's Investor Relations
Department at (312) 252-8943 or JLLInvestorRelations@jll.com.
Copies of the documents filed with the SEC by HFF are available
free of charge under the "Investor Relations" section of HFF's
website located at http://www.hfflp.com or by contacting HFF's
Investor Relations Department at (718) 852-3500 or
InvestorRelations@hfflp.com.
Participants in the Solicitation
JLL and HFF and their respective directors and executive
officers, certain other members of their respective management and
certain of their respective employees, may be deemed to be
participants in the solicitation of proxies in connection with the
proposed merger transaction. Information about the directors and
executive officers of HFF is set forth in its proxy statement
for its 2019 annual meeting of stockholders, which was filed with
the SEC on May 31, 2019, and its
annual report on Form 10-K for the fiscal year ended
December 31, 2018, which was filed with the SEC on
February 28, 2019 (as amended on Form 10-K/A filed with the
SEC on April 30, 2019), and other
filings, including quarterly reports, each of which can be obtained
free of charge from the sources indicated above. Information about
the directors and executive officers of JLL is set forth in
its proxy statement for its 2019 annual meeting of stockholders,
which was filed with the SEC on April 18,
2019, and its annual report on Form 10-K for the fiscal
year ended December 31, 2018, which was filed with the SEC on
February 26, 2019, and other filings, including quarterly
reports, each of which can be obtained free of charge from the
sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the definitive proxy statement/prospectus and other
relevant materials filed with the SEC.
Contacts
Investors:
JLL Investor Relations
Phone: 312 252 8943
JLLInvestorRelations@am.jll.com
Myra F. Moren
HFF Managing Director, Investor Relations
(713) 852-3500
MMoren@hfflp.com
Media:
Gayle Kantro
JLL Senior
Director, Global Communications
(312) 228-2795
Gayle.Kantro@am.jll.com
Azar Boehm
JLL Senior
Manager, Investor Services Public Relations
(212) 292-7587
Azar.Boehm@am.jll.com
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SOURCE JLL-IR