Kimco Realty Corporation and Atlantic Realty Trust Announce Merger Agreement
01 Décembre 2005 - 10:15PM
PR Newswire (US)
NEW HYDE PARK, N.Y. and NEW YORK, Dec. 1 /PRNewswire-FirstCall/ --
Kimco Realty Corporation (NYSE:KIM) and Atlantic Realty Trust
(NASDAQ:ATLRS) today announced that the two companies have entered
into a definitive merger agreement. Under the terms of the
agreement, Kimco will acquire Atlantic Realty for $82.5 million
plus the amount of Atlantic Realty's cash on hand at closing and
certain agreed upon lease expenses less merger expenses and other
liabilities, including certain liabilities under Atlantic Realty's
tax agreement with Ramco-Gershenson Properties Trust. On the last
business day prior to closing Atlantic Realty will declare a
dividend in an amount necessary for Atlantic Realty to qualify as a
REIT. The merger consideration will be paid in shares of Kimco
common stock valued on the final full trading day immediately
preceding the closing. Atlantic Realty currently estimates that as
of today it has cash on hand and has incurred approved lease
expenses of $9,667,000 and anticipates that it will have merger
expenses and other liabilities for which it is responsible of at
least $10,434,000. These amounts do not take into account the
impact of future dividends, property cash flow or additional
liabilities that may be incurred between now and the closing of the
merger, none of which can be predicted with certainty. As a result,
the exact merger consideration will not be finally determined until
immediately prior to the closing. The merger is subject to approval
by Atlantic Realty shareholders and to customary closing
conditions. About Kimco Kimco, a publicly-traded real estate
investment trust, has specialized in shopping center acquisitions,
development and management for over 45 years. Kimco owns and
operates the nation's largest portfolio of neighborhood and
community shopping centers with interests in 946 properties
comprising approximately 127.0 million square feet of leasable
space located throughout 43 states, Canada and Mexico. For further
information refer to the Company's web site at
http://www.kimcorealty.com/. About Atlantic Realty Atlantic Realty
Trust is a Maryland real estate investment trust formed for the
purpose of liquidating its interests in real properties, its
mortgage loan portfolio and certain other assets and liabilities
which were transferred to Atlantic Realty from Ramco-Gershenson
Properties Trust. The Trust owns one retail property, the Hylan
Plaza Shopping Center, located in Staten Island, New York.
Forward-Looking Statements This release contains forward-looking
statements, including statements regarding the transaction between
Kimco and Atlantic Realty Trust. Such statements reflect
management's best judgment as of this date, but they involve risks
and uncertainties that could cause actual results to differ
materially from those presented. Factors that could cause such
differences include, without limitation: (1) the possibility that
shareholder approvals may be delayed or denied or the other
conditions to the transaction are not met; (2) the possibility that
the transaction is never consummated, (3) changes in Atlantic
Realty's cash position or the amount of its merger expenses and
other liabilities, and (4) other factors described in Kimco's and
Atlantic Realty Trust's recent filings with the Securities and
Exchange Commission. Those factors or others could result, for
example, in delay or termination of the transaction discussed
above. Readers should carefully consider those risks and
uncertainties in reading this release. Except as otherwise required
by law, Kimco and Atlantic Realty disclaim any obligation to update
any forward-looking statements included herein to reflect future
events or developments. Additional Information In connection with
the proposed transaction, Atlantic Realty will file a proxy
statement with the Securities and Exchange Commission and Kimco
will file a registration statement on Form S-4. Atlantic Realty
stockholders should read the joint proxy statement-prospectus when
it becomes available because it will contain important information
about Atlantic Realty, Kimco and the proposed transaction.
Investors can obtain the joint proxy statement- prospectus and
other relevant documents, including the merger agreement relating
to the proposed transaction, without charge at the SEC's internet
website at http://www.sec.gov/. Proxies may be solicited on behalf
of Atlantic Realty by members of its Board of Trustees and
executive officers. Information about such persons can be found in
Atlantic Realty's definitive proxy statement relating to its 2005
Annual Meeting of Stockholders, which is available without charge
at the U.S. Securities and Exchange Commission's (SEC) internet
website at http://www.sec.gov/. Additional information regarding
the interests of Atlantic Realty's directors and executive officers
in the proposed merger will be included in the final joint proxy
statement-prospectus. Kimco Contact: Scott G. Onufrey Vice
President - Investor Relations 516-869-7190 Atlantic Realty
Contact: Edwin Frankel Chief Financial Officer 212-702-8561
DATASOURCE: Kimco Realty Corporation CONTACT: Scott G. Onufrey,
Vice President - Investor Relations of Kimco, +1-516-869-7190; or
Edwin Frankel, Chief Financial Officer, Atlantic Realty,
+1-212-702-8561 Web site: http://www.kimcorealty.com/
Copyright
Atlantic Realty (NASDAQ:ATLRS)
Graphique Historique de l'Action
De Sept 2024 à Oct 2024
Atlantic Realty (NASDAQ:ATLRS)
Graphique Historique de l'Action
De Oct 2023 à Oct 2024
Real-Time news about Atlantic Realty Trust - Shares OF Beneficial Interest (MM) (NASDAQ): 0 recent articles
Plus d'articles sur Atlantic Realty Trust - Shares OF Beneficial Interest (MM)