NORTHBROOK, Ill., May 15 /PRNewswire/ -- Bradley Real Estate, Inc.
(NYSE: BTR) announced today that it has executed a definitive merger agreement
pursuant to which Bradley will merge into Heritage Property Investment Trust,
Inc., a private real estate investment trust headquartered in Boston,
Massachusetts.
Under the terms of the agreement, the shareowners of Bradley Common Stock
will receive $22.00 per share cash for all outstanding shares of Bradley.
Each of the limited partners of Bradley Operating Limited Partnership will be
offered the opportunity to receive the same cash consideration as the common
stockholders, or $22.00 per unit, in exchange for their limited partnership
interest. The holders of Bradley 8.4% Series A Convertible Preferred Stock
will receive approximately $22.458 per share cash for all outstanding shares
in accordance with their terms, based on the conversion ratio into Common
Stock of approximately 1.0208. Following the merger, Bradley Operating
Limited Partnership's $275 million in outstanding Unsecured Notes,
8.875% Series B Cumulative Redeemable Perpetual Preferred Units and
8.875% Series C Cumulative Redeemable Perpetual Preferred Units will remain
outstanding.
Prudential Real Estate Investors (PREI) and Prudential Mortgage Capital
Company (PMCC) have provided equity and debt financing commitments to Heritage
for the transaction. PMCC is the commercial mortgage arm of The Prudential
Insurance Company of America, which PREI acts as Prudential's global real
estate money management and advisory.
Under the terms of the transaction, key managers and operating personnel
at Bradley are expected to be part of the merged entity. The existing
Heritage Board will constitute the Board of Directors of the merged entity.
Thomas D'Arcy, Bradley's Chairman and CEO will resign effective upon the
closing of the transaction.
The merger agreement has been unanimously approved by the boards of
directors of both Bradley and Heritage. The merger is subject to customary
closing conditions, including approval by the shareowners of Bradley Real
Estate. It is anticipated that the transaction will be closed in the third
quarter of 2000.
Thomas P. D'Arcy, chairman and chief executive officer of Bradley stated,
"We are very pleased to announce our definitive agreement to merge into
Heritage. Our shareholders will receive a strong premium to Bradley's
historical trading price, and our tenants, employees and other capital
providers will benefit from the strengths of a newly expanded Heritage, which
will, upon the close of the transaction, become one of the nation's largest
owners of neighborhood and community shopping centers. This transaction is
the result of the ongoing efforts by the Board and management to realize and
maximize value for the shareowners of the company. Given the continued gap
between our perceived value of the company and our share price, the continued
high cost of capital for REITs, and the Company's relatively small size versus
the REIT universe as a whole, we believe that the return of shareowners
capital at a strong premium to the historical trading price and at an
opportune point in the real estate cycle represents a very favorable
transaction for our owners."
Thomas Prendergast, chairman and chief executive officer of Heritage, "We
are very excited about this transaction since it provides enormous benefits to
our company's long-term strategic direction. In Bradley, not only are we
acquiring a high quality portfolio of properties, but we will also receive the
benefit of a very strong corporate infrastructure with talented personnel
operating at all levels. Additionally, we share Bradley's philosophy and
commitment to running a conservatively financed company, which is responsive
to all constituents and believe that the combined company's size, tenant and
geographic diversity, institutional sponsorship and strong capitalization will
allow us to reap enormous benefits for all our investors."
Bradley Real Estate will be holding a conference call today at 11:00 am
EST. The dial in telephone number for the call is 888-747-3510 and the replay
number for the call is 888-266-2086 and the passcode is 4227233.
Upon consummation of the transaction, Heritage will be one of the largest
owners of neighborhood and community centers in the country, owning 151
properties in 27 states aggregating approximately 23.6 million square feet.
Heritage is a private REIT whose major investors include the New England
Teamsters Trucking Industry Pension Fund and The Prudential Insurance Company
of America.
Bradley Real Estate is the nation's oldest real estate investment trust
and a leading owner and operator of neighborhood and community shopping
centers located in the Midwest region of the United States. The company owns
96 shopping centers located in 15 states aggregating 15 million square feet of
rentable space. The Company has paid 155 consecutive quarterly dividends to
its shareowners.
The preceding information may contain forward-looking statements
concerning the Company's plans, objectives and expectations, including
statements concerning the possible outcome of such transaction, the impact of
the transaction on the Company or the price of its stock and the anticipated
timing of closing. Reference is made to the discussions under the captions
"Risk Factors" in the Company's 1999 Form 10-K report which includes a
discussion of certain factors that could cause actual results to differ
materially from those in forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Bradley Real Estate, Inc. plans to mail a proxy statement to its
stockholders containing information about the merger. Investors and
securityholders of Bradley Real Estate, Inc. are advised to read the proxy
statement carefully when it becomes available because it will contain
important information about Heritage, the merger, the persons soliciting
proxies related to the merger, their interest in the merger, and related
matters. Investors and securityholders may obtain free copies of the proxy
statement (when available) and other documents filed by Bradley at the
Securities and Exchange Commission's website at http://www.sec.gov . Free
copies of the proxy statement will also be available from Bradley by directing
such requests to the attention of Ms. Marianne Dunn, Bradley Real Estate,
Inc., 40 Skokie Boulevard, Suite 600, Northbrook, Illinois 60602, telephone
847-272-9800.
INFORMATION CONCERNING PARTICIPANTS
Bradley, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Bradley stockholders
in favor of the merger. Information concerning the participants in the
solicitation will be set forth in a current report on Form 8-K to be filed by
Bradley on May 16, 2000.
To receive additional information on Bradley Real Estate free of charge
via fax, dial 1-800-PRO-INFO and enter "BTR" or visit the company's website at
http://www.bradleyrealestate.com .
SOURCE Bradley Real Estate, Inc.
 back to top
Related links:
http://www.bradleyrealestate.com
CONTACT:
Thomas P. D'Arcy, Chairman & CEO of Bradley
Real Estate, Inc., 847-272-9800, Diane Rohlin of the Financial
Relations Board, 312-640-6748
|
