PS Business Parks, Inc. Stockholders Approve Acquisition by Affiliates of Blackstone Real Estate
15 Juli 2022 - 10:07PM
Business Wire
PS Business Parks, Inc. (NYSE:PSB) (“PSB” or the “Company”)
announced that, at a Special Meeting of Stockholders held earlier
today, PSB stockholders voted to approve the acquisition of PSB by
affiliates of Blackstone Real Estate (“Blackstone”).
“I am pleased to see that our stockholders approved this
transformative transaction, which will provide compelling value to
our stockholders and positions the company for collective success”
said Stephen W. Wilson, President and Chief Executive Officer of
PSB.
Subject to the satisfaction or waiver of all of the conditions
to the closing of the transaction in the merger agreement, the
transaction is expected to be completed on or around July 20,
2022.
The final voting results will be reported in a Current Report on
Form 8-K to be filed with the Securities and Exchange Commission
after certification by PSB’s inspector of elections.
Additionally, as previously announced, on July 8, 2022, as
contemplated by the merger agreement, the PSB Board of Directors
declared (i) a prorated quarterly cash dividend (the “pro rata
dividend”) on PSB common stock and (ii) a cash dividend (the
“closing cash dividend”) of $5.25 per share of PSB common stock,
each payable immediately before the effective time of the merger of
PSB’s operating partnership with an affiliate of Blackstone, to
holders of record as of the close of business on the business day
immediately preceding the closing date of the Transaction and
contingent upon the approval of the merger agreement by PSB’s
stockholders, the satisfaction or waiver of the other conditions to
the Transaction and the merger agreement not having been
terminated. The amount of the pro rata dividend is based upon PSB’s
current quarterly dividend rate of $1.05 per share of PSB common
stock and pro-rated for the number of days from and including July
1, 2022 through the day immediately prior to the closing date of
the Transaction.
Based on the anticipated closing date of the Transaction of July
20, 2022, the pro rata dividend will equal $0.216848 per share of
PSB common stock, and each of the pro rata dividend and the closing
cash dividend will be payable immediately prior to the partnership
merger effective time on July 20, 2022 to the holders of record as
of the close of business on July 19, 2022.
If the Transaction is completed on July 20, 2022, PSB
stockholders who hold their shares of common stock on the record
date for the dividends and through the effective time of the
Company merger will be entitled to receive an aggregate of
$187.716848 per share in cash, consisting of (i) $187.50,
representing the $5.25 closing cash dividend and the merger
consideration of $187.50 per share as reduced by the $5.25 closing
cash dividend plus (ii) the $0.216848 pro rata dividend.
If the closing date of the Transaction is delayed past July 20,
2022, holders of PSB’s common stock will not receive the pro rata
dividend or the closing cash dividend on July 20, 2022, and in such
case PSB will make a public announcement providing further updates
with respect to these matters.
For additional information regarding the proposed transaction,
please consult the definitive proxy statement filed by PSB with the
U.S. Securities and Exchange Commission on June 8, 2022.
Advisors
J.P. Morgan Securities LLC is acting as lead financial advisor
to PSB and provided a fairness opinion to the PSB board of
directors in connection with the transaction. Eastdil Secured is
acting as real estate advisor to PSB and is also acting as a
co-financial advisor to PSB. Wachtell, Lipton, Rosen & Katz is
serving as PSB’s legal advisor.
About PS Business Parks
PS Business Parks, Inc., an S&P MidCap 400 company, is a
REIT that acquires, develops, owns, and operates commercial
properties, predominantly multi-tenant industrial, industrial-flex,
and low-rise suburban office space. Located primarily in major
coastal markets, PS Business Parks’ 96 properties serve
approximately 4,900 tenants in 27 million square feet of space as
of March 31, 2022. The portfolio also includes 800 residential
units (inclusive of units in-process). Additional information about
PS Business Parks, Inc. is available on the Company’s website,
which can be found at psbusinessparks.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
and other federal securities laws. For this purpose, any statements
contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the
foregoing, the words “may,” “will,” “believes,” “anticipates,”
“plans,” “expects,” “seeks,” “estimates,” “intends” and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements are based upon present
expectations, estimates and projections and beliefs of and
assumptions, involve uncertainty that could cause the actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements and are not guaranteed
to occur. There are a number of important factors that could have a
material adverse effect on our operations, future prospects and the
proposed transaction, including but not limited to: the occurrence
of any event, change or other circumstance that could give rise to
the termination of the merger agreement between the Company and
Blackstone’s affiliates; the failure to satisfy any of the
conditions to the completion of the proposed Transaction;
stockholder litigation in connection with the proposed Transaction,
which may affect the timing or occurrence of the proposed
Transaction or result in significant costs of defense,
indemnification and liability; the effect of the announcement of
the proposed Transaction on the ability of the Company to retain
and hire key personnel and maintain relationships with its tenants,
vendors and others with whom it does business, or on its operating
results and businesses generally; risks associated with the
disruption of management’s attention from ongoing business
operations due to the proposed Transaction; the ability to meet
expectations regarding the timing and completion of the proposed
Transaction; and significant transaction costs, fees, expenses and
charges. There can be no assurance that the proposed Transaction or
any other transaction described above will in fact be consummated
in the expected time frame, on the expected terms or at all. For
further discussion of the factors that could affect outcomes,
please refer to the risk factors set forth in Item 1A of the
Company’s Annual Report on Form 10-K filed by the Company with the
SEC on February 22, 2022, and subsequent filings by the Company
with the SEC. In light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by us
or any other person that our objectives and plans will be achieved.
Any forward-looking statement speaks only as of the date on which
it is made. Moreover, we assume no obligation to update these
forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting such
forward-looking statements, except as required by law. Investors
should not place undue reliance upon these forward-looking
statements. The Company claims the safe harbor protection for
forward looking statements contained in the Private Securities
Litigation Reform Act of 1995.
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