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| Prime Retail, Inc. Announces Communications From Series A Preferred Shareholders Objecting to Proposed Allocation |
BALTIMORE, July 16 /PRNewswire-FirstCall/ -- Prime Retail, Inc. (the
"Company") (OTC Bulletin Board: PMRE, PMREP, PMREO) announced today that two
shareholders of the Company that collectively own approximately 32% of the
outstanding shares of Series A Preferred Stock have objected to the allocation
of consideration proposed by the Company in connection with the previously
announced merger between the Company and an affiliate of The Lightstone Group,
LLC.
In separate communications, Merrill Lynch & Co., Inc., which owns 511,572
shares, or approximately 22%, of the outstanding Series A Preferred Stock, and
Fortress Investment Trust II, which owns 230,000 shares, or approximately 10%,
of such stock, have indicated that the proposed allocation of $16.25 per share
of Series A Preferred Stock is inadequate. As previously announced,
shareholder approval of the transaction with Lightstone requires the
affirmative vote of the holders of 66-2/3% of the Company's outstanding Series
A Preferred Stock and Series B Preferred Stock, each voting separately as a
class, as well as the approval of the holders of a majority of the Company's
Common Stock voting to approve the transaction and an amendment to the
Company's charter.
In response to these communications, the Company, together with its legal
and financial advisors, expects to engage in discussions with Merrill Lynch
and Fortress concerning the transaction and the proposed allocation. There
can be no assurances as to the timing, nature or outcome of these discussions
which may include other shareholders of the Company. Although under the terms
of the merger agreement with Lightstone the Company has reserved the right to
modify, at its discretion, the allocation of consideration among the various
classes of shareholders until the mailing of definitive proxy materials, any
such modification would be subject to approval of the special committee of
independent directors established in connection with the transaction.
Prime Retail is a self-administered, self-managed real estate investment
trust engaged in the ownership, leasing, marketing and management of outlet
centers throughout the United States. Prime Retail currently owns and/or
manages 37 outlet centers totaling approximately 10.4 million square feet of
GLA. Prime Retail also owns 154,000 square feet of office space. Prime
Retail has been an owner, operator and a developer of outlet centers since
1988. For additional information, visit Prime Retail's website at
http://www.primeretail.com.
SOURCE Prime Retail, Inc.
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CONTACT:
Investors: Robert A. Brvenik, President and
Chief Financial Officer, +1-410-234-1750, or Media: Steven A.
Sless, Director - Public Relations, +1-410-234-8333, both of
Prime Retail
