BOCA RATON, Fla., June 17 /PRNewswire-FirstCall/ -- CRT Properties, Inc.
(NYSE: CRO, "CRT" or the "Company") today announced the signing of a
definitive merger agreement to be acquired by clients advised by DRA Advisors
LLC ("DRA").
Under the terms of the agreement, holders of CRT's common stock will
receive $27.80 per share in cash upon the closing of the merger. The per share
purchase price represents a 15.4% premium over CRT's closing share price on
June 16, 2005, and an 17.7% premium over the prior 10 day average share price.
The total consideration paid to holders of CRT common stock under the
agreement is approximately $936.7 million and the total transaction value is
approximately $1.7 billion, which includes indebtedness to be assumed or
repaid. The Company will pay a pro-rated dividend on its common stock through
September 30, 2005. The Company's 8.5% Series A Cumulative Redeemable
Preferred stock will be converted into shares of 8.5% Series A Cumulative
Redeemable Preferred Stock of the surviving corporation on identical terms.
Completion of the transaction, which is currently expected to occur late
in the third quarter, is subject to approval by the Company's common
shareholders and certain other customary closing conditions. The transaction
is not subject to any financing conditions.
Thomas J. Crocker, Chief Executive Officer and Director of CRT stated,
"The CRT board of directors has unanimously approved this transaction and will
recommend its approval to the common shareholders. We firmly believe that this
transaction is in the best interest of CRT's shareholders. This transaction
demonstrates the value inherent in our business model and the enormous efforts
of all of our employees."
Wachovia Securities acted as CRT's exclusive financial advisor in
connection with the proposed transaction and Goodwin Procter LLP provided
legal advice. Blank Rome LLP provided legal advice to DRA.
Effective today, CRT has also suspended its dividend reinvestment plan and
all future dividends will be paid in cash only.
About CRT Properties, Inc.
CRT Properties, Inc. owns 137 office buildings, containing approximately
11.7 million rentable square feet, located in more than twenty-five office
projects in twelve metropolitan areas in the Southeastern United States, Texas
and Maryland. For more information about CRT Properties, Inc., access its
website at http://www.crtproperties.com or contact Investor Relations, 225 NE
Mizner Boulevard, Suite 200, Boca Raton, Florida 33432-3945.
About DRA Advisors LLC
DRA Advisors LLC is a New York-based registered investment advisor
specializing in real estate investment management services for institutional
and private investors, including pension funds, university endowments,
foundations and insurance companies. Founded in 1986, the firm currently
manages approximately $3.6 billion in assets. Additional information about
DRA can be found on the company's web site at http://www.draadvisors.com.
Additional Information About the Merger and Where to Find It
In connection with the proposed merger, CRT will file a proxy statement
and other relevant documents with the Securities and Exchange Commission (the
"SEC"). CRT URGES SHAREHOLDERS TO REVIEW THE PROXY STATEMENT AND OTHER
DOCUMENTS TO BE FILED WITH THE SEC RELATED TO THE PROPOSED MERGER CAREFULLY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRT, DRA, THE PROPOSED
MERGER AND RELATED MATTERS.
The proxy statement and other documents to be filed with the SEC by CRT
will be available without charge on the SEC's web site at http://www.sec.gov.
A free copy of these documents may also be obtained from CRT's Investor
Relations at the address set forth above. Shareholders 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.
The officers and directors of CRT have interests in the proposed merger,
some of which may differ from, or may be in addition to, those of CRT's
shareholders generally. In addition, CRT, its officers, directors and certain
other members of its management and employees may be deemed to be participants
in the solicitation of proxies from the shareholders of CRT related to the
proposed merger. Information about the officers and directors of CRT and the
number of CRT common shares beneficially owned by such persons was set forth
in the proxy statement for CRT's 2005 Annual Meeting of Shareholders, which
was filed with the Securities and Exchange Commission on April 18, 2005.
Shareholders may obtain additional information regarding the direct and
indirect interests in CRT of the respective officers and directors of CRT and
DRA by reading the proxy statement regarding the merger when it becomes
available.
Forward-Looking Statements
Certain statements in this release that are not historical facts may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may
cause the actual results of CRT to differ materially from historical results
or from any results expressed or implied by such forward-looking statements.
Factors that could cause actual results to differ materially from current
expectations include the possibility that the proposed merger may not be
consummated on the terms described in this release, or at all, that
difficulties in satisfying closing conditions could result in closing being
delayed beyond current estimates, the fact that material litigation against
the Company could be brought, the possibility that the intended benefits of
the proposed merger may not be fully realized, changes in general economic
conditions, real estate conditions, competition, financial performance of
CRT's properties, joint ventures and investments, and environmental and other
liabilities. CRT refers you to the documents it files from time to time with
the SEC available through CRT's website at http://www.crtproperties.com, which
discuss these and other factors that could adversely affect CRT's results.
Readers are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date on which they are made. CRT
undertakes no obligation to update publicly or revise any forward-looking
statements.
Contact:
CRT Properties, Inc., Boca Raton, FL
Thomas Brockwell, 800-850-2037
SOURCE CRT Properties, Inc.
 back to top
Related links:
http://www.crtproperties.com
http://www.draadvisors.com
CONTACT:
Thomas Brockwell of CRT Properties, Inc.,
+1-800-850-2037
|
