Institutional Shareholders Services Inc. and Glass Lewis & Co. Recommend Wellsford Real Properties, Inc. Shareholders Vote For t
22 Mai 2007 - 9:02PM
Business Wire
Wellsford Real Properties, Inc. (AMEX:WRP) announced today that
Institutional Shareholders Services, Inc. (�ISS�) and Glass Lewis
& Co. (�GL�), leading proxy advisory services, have issued
reports recommending that WRP shareholders vote for the issuance of
additional shares to complete its merger with Reis, Inc. (�Reis�).
In its report, ISS noted, �Based on our review of the transaction,
particularly the 18.24% announcement to-date increase in the stock
price, and the fact that following the merger, Wellsford will stop
its liquidation proceedings and will become a going concern, we
believe that the share issuance warrants shareholder support.� In
its report, GL noted, �In our view, the proposed transaction is
financially fair to Wellsford shareholders.� "We are pleased that
ISS and GL both agree with the WRP board of directors'
recommendation that shareholders vote in favor of the issuance of
additional shares with which to consummate our merger with Reis,"
said Jeffrey Lynford, WRP chairman, president and chief executive
officer. An annual meeting of WRP shareholders will be held on
Wednesday, May 30, 2007. WRP has filed with the Securities and
Exchange Commission and distributed to its shareholders a
definitive joint proxy statement/prospectus and other relevant
documents in connection with the annual shareholder meeting for the
proposed transaction. WRP shareholders are urged to read the
definitive proxy statement and other relevant materials and
documents. Investors may obtain a free copy of these materials and
other documents filed by WRP with the Securities and Exchange
Commission at the SEC's website at www.sec.gov. WRP and its
directors, executive officers and certain other members of
management and employees may be deemed to be participants in
soliciting proxies from its shareholders in favor of the proposed
merger. Information regarding the persons who may, under the rules
of the SEC, be considered to be participants in the solicitation of
WRP�s shareholders in connection with the proposed transaction is
set forth in WRP�s definitive proxy statement for its annual
meeting. Additional information regarding these individuals and any
interest they have in the proposed transaction is set forth in the
definitive joint proxy statement/prospectus on file with the SEC.
Cautionary Statement Regarding Forward-Looking Statements This
press release, together with other statements and information
publicly disseminated by WRP, contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements relate to
WRP�s outlook or expectations for earnings, revenues, expenses,
asset quality or other future financial or business performance,
strategies or expectations, or the impact of legal, regulatory or
supervisory matters on WRP�s business operations or performance.
Specifically, forward-looking statements may include: statements
relating to the benefits of the merger with Reis; statements
relating to future business prospects, revenue, income and cash
flows of WRP individually; statements relating to revenues of the
resulting company after the merger with Reis;�and statements
preceded by, followed by or that include the words �estimate,�
�plan,� �project,� �intend,� �expect,� �anticipate,� �believe,�
�seek,� �target� or similar expressions. These statements reflect
WRP�s management�s judgment based on currently available
information and involve a number of risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements. With respect to these forward-looking
statements, WRP�s management has made assumptions regarding, among
other things, the determination of estimated net realizable value
for its assets and the determination of estimated settlement
amounts for its liabilities and general economic conditions. Future
performance cannot be ensured. Actual results may differ materially
from those in the forward-looking statements. Some factors that
could cause WRP�s actual results to differ include: expected
benefits from the merger with Reis may not be fully realized or at
all; revenues following the merger with Reis may be lower than
expected; the possibility of litigation arising as a result of
terminating the Plan; adverse changes in the real estate industry
and the markets in which the post-merger company will operate; the
inability to retain and increase the number of customers of the
post-merger company; competition; difficulties in protecting the
security, confidentiality, integrity and reliability of the data of
the post-merger company; legal and regulatory issues; changes in
accounting policies or practices;�and the risk factors listed under
�Item 1A. Risk Factors� in WRP�s annual report on Form 10-K for the
year ended December 31, 2006, which was filed with the SEC on March
29, 2007, as amended, on April 30, 2007, and those listed and under
�Risk Factors� in WRP�s registration statement on Form S-4 which
was initially filed with the SEC on December 28, 2006 and, as
amended, on March 9, 2007, April 11, 2007 and April 30, 2007. You
are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date of this press release.
Except as required by law, WRP undertakes no obligation to publicly
update or release any revisions to these forward-looking statements
to reflect any events or circumstances after the date of this press
release or to reflect the occurrence of unanticipated events.
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