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| Camden Property Trust and Oasis Residential, Inc. Announce Merger |
HOUSTON, Dec. 17 /PRNewswire/ -- Camden Property Trust (NYSE: CPT) and
Oasis Residential, Inc. (NYSE: OAS) announced today that they have executed a
definitive merger agreement pursuant to which Oasis Residential, Inc. would be
merged with and into a wholly owned subsidiary of Camden. The merger, which
was approved unanimously by both Boards, will combine Oasis' interest in
15,116 apartment units with Camden's 36,261 units, creating the third largest
apartment REIT in the U.S. with 51,377 units and total assets in excess of
$2.3 billion. Pursuant to the terms of the agreement, each share of Oasis
will be exchanged for 0.759 shares of Camden.
The merger has been structured as a tax-free transaction and will be
treated as a purchase for financial accounting purposes. The transaction is
expected to be completed in the second quarter of 1998. The transaction is
subject to the approval of shareholders of both companies and customary
regulatory approvals and other conditions. Donaldson, Lufkin & Jenrette is
serving as financial advisor to Camden. Merrill Lynch is serving as financial
advisor to Oasis.
In connection with the merger, Camden's Board of Trust Managers will be
expanded from seven to eight members with the addition of Scott Ingraham,
President and CEO of Oasis. Mr. Ingraham stated, "Merging Oasis with Camden
enables management to accomplish its primary objective of enhancing
diversification and maximizing shareholder value. Giving the shareholders of
Oasis access to a larger, more diversified company with a lower cost of
capital is the right thing to do, in our opinion. Strategically, Camden gains
a quality portfolio and operation in Colorado, Nevada and California, three
important western states which fit neatly into Camden's super-regional,
coast-to-coast Sunbelt expansion plan. We consider the management team of
Camden to be among the very best in the REIT industry and we strongly endorse
their strategic vision and focus on maximizing returns to shareholders. We
look forward to a long and mutually beneficial relationship with them."
D. Keith Oden, President and Chief Operating Officer of the combined
entity, stated, "The companies have pursued very complementary business
strategies built around a core market concept. Both companies have proven
track records operating, acquiring, developing, and selling multifamily
properties. The merger will create a $2.6 billion (market capitalization)
multifamily REIT with a larger more stable platform for growth. The merger
should give Camden a significant presence from which to expand in the Western
and Mountain Regions. The combined companies will operate pursuant to the
best practices of each and will be headquartered in Houston, with a regional
property management and accounting office in Las Vegas."
Camden also announced its intention to spin-off, into a new entity in
which Camden will own a minority interest, up to 4,800 units in Las Vegas
immediately following the closing of the merger. Richard Campo, Chairman and
Chief Executive Officer of the combined entity, stated that "the proposed
spin-off of units should provide us with the best of both worlds. Camden's
effective exposure in Las Vegas will be a very manageable level of 14% of
Camden's total units on a combined basis. However, this structure will allow
us to capitalize on Oasis' dominant market position and brand identification
in Las Vegas."
Mr. Campo stated further, "We expect that the merger will also create
significant administrative cost savings, approximately $2.5 million in the
first full year of operation, which will have a positive effect on future cash
flows. We also expect the merger to be immediately accretive to our funds
from operations."
Camden will hold a conference call on Wednesday, December 17, 1997, at
10:30 a.m. Central Time. In order to participate, please dial
212-896-6068 ten minutes prior to the call's commencement. A Postview
recording of this call will be available on Thursday, December 18, 1997, from
9:00 a.m. to 1:00 p.m. Central Time. Postview may be accessed by dialing
800-633-8284 and giving the Camden reference number of 3558267 when asked.
SOURCE Camden Property Trust
back to topRelated links:
Richard J. Campo, or D. Keith Oden, or G.
Steven Dawson at 1-800-9Camden, or 713-964-3555, all for Camden
