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 of 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
SOURCE Gables Residential Trust
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Related links:
http://www.gables.com
CONTACT:
Marvin R. Banks Jr., Chief Financial Officer
of Gables Residential Trust, +1-770-438-5501
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