Board of Neuberger Berman Real Estate Income Fund Continues to Recommend That Stockholders Reject Unsolicited Tender Offer
01 September 2005 - 11:50PM
Business Wire
Neuberger Berman Real Estate Income Fund Inc. (NYSE: NRL) announced
today that its Board, after careful consideration, by the unanimous
vote of the directors present, voted to continue to recommend that
common stockholders reject the unsolicited tender offer by a trust
with which Stewart R. Horejsi is affiliated to purchase up to 50%
of the issued and outstanding shares of the Fund's common stock at
a price of $19.89 per share. The Board concluded that the offer
continues to represent a substantial threat to the Fund and its
stockholders and that the unsolicited, partial and hostile nature
of the offer and the plans for the Fund announced by the Horejsi
Trust were designed to coerce Fund stockholders to tender shares
into the offer on disadvantageous terms. The Board also considered
the costs the Fund has incurred in defending against the hostile
tender offer, including litigation costs from two lawsuits related
to the tender offer and the potential reimbursement of certain
litigation costs by the Fund's insurance carrier, and the impact of
such costs on the Fund's distributions, which, based on currently
available information, are being characterized as a return of
capital. The Board concluded that it was in the best interest of
the Fund to continue to defend against the hostile tender offer. In
addition, the Fund announced that its Board adopted a Rights
Agreement under which all common stockholders of record as of
September 9, 2005 will receive rights to purchase shares of the
Fund's common stock. Each right entitles the registered holder to
purchase from the Fund six shares of common stock at a price equal
to the par value of such shares. The rights will become exercisable
10 days following a public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership
of 11.5% or more of the Fund's outstanding shares of common stock
and will expire by their own terms on December 30, 2005. The
description and terms of the rights are set forth in the Rights
Agreement, which has been filed with the Securities and Exchange
Commission. The currently outstanding rights, which were issued by
the Fund on May 18, 2005 pursuant to a rights agreement adopted by
the Board on May 13, 2005, will expire by their own terms on
September 11, 2005. 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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