CUPERTINO, Calif., Nov. 2, 2012 /PRNewswire/ -- Mission West
Properties, Inc. (NASDAQ: MSW) today announced that it has entered
into two agreements to dispose of all of its real estate assets for
an enterprise value of approximately $1.3
billion, which was unanimously approved by its Board of
Directors. Mission West has agreed to sell certain of its
real estate assets to a joint venture entity sponsored by
affiliates of Divco West and TPG Real Estate in exchange for
approximately $400 million in cash
and $398 million in assumed debts and
other obligations. In addition, Mission West has agreed that
certain operating partnerships (each, an "O.P.") will retain their
remaining assets and liabilities with an approximate net value of
$525 million and the non-converting
limited partners will retain an ownership interest in those
operating partnerships.
Following completion of these transactions, Mission West intends
to liquidate after satisfying outstanding debts, applicable taxes
and related transaction costs. Mission West currently estimates
these transactions will result in a distribution to stockholders
(and the O.P. unit holders that elect to redeem their O.P. units)
in the range of $9.20 to $9.28 per
share in cash, although the amount ultimately distributed to
stockholders may be below this range. The estimated distribution
amount includes the sales proceeds and an allocation for the final
2012 annual dividend in accordance with the REIT's statutory
distribution requirements.
Mission West currently expects the transactions to close by year
end. However, Mission West's ability to consummate the
transactions is subject to stockholder approval and satisfaction of
certain other conditions to closing. It is anticipated that
Mission West stockholders of record as of November 2, 2012, the record date set for the
special meeting, will be entitled to vote on the proposed
transactions shortly before the proposed closing.
Company Profile
Mission West Properties, Inc. operates as a self-managed,
self-administered and fully integrated REIT engaged in the
management, leasing, marketing, development and acquisition of
commercial R&D properties, primarily located in the Silicon
Valley portion of the San Francisco Bay
Area. Currently, the Company owns and manages 101 properties
totaling approximately 7.6 million rentable square feet. For
additional information, please contact the Company's Chairman and
CEO, Carl E. Berg, at
408-725-0700.
Forward-Looking Statements
This news release contains forward-looking statements that
are subject to risks, uncertainties and assumptions. If such risks
or uncertainties materialize or such assumptions prove incorrect,
the results of these statements could differ materially from those
expressed or implied by such forward-looking statements and
assumptions. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements, including management plans relating to the
transactions; the expected timing of the completion of the
transactions; the parties' ability to complete the transactions
considering the various closing conditions, including obtaining
stockholder approval; the estimated per share distribution
following the transactions; estimated closing costs; the
liquidation of the Company and any statements of assumptions
underlying any of the foregoing. Risks, uncertainties and
assumptions include the possibility that expected benefits of the
transaction may not materialize as expected; that the transaction
may not be timely completed, if at all; as well as the other risks
detailed from time to time in Mission West's SEC reports, including
its report on Form 10-Q for the quarter ended June 30, 2012. Mission West has no
obligation to update, or continue to provide information with
respect to, any forward-looking statement or risk factor, whether
as a result of new information, future events or otherwise.
In connection with the proposed transaction, Mission West
intends to file a definitive proxy statement and other relevant
materials with the SEC. Before making any voting decision with
respect to the proposed transactions, stockholders of Mission West
are urged to read the proxy statement and other relevant materials
because these materials will contain important information about
the proposed transaction. The proxy statement and other relevant
materials, and any other documents filed by Mission West with the
SEC, may be obtained free of charge at the SEC's website at
www.sec.gov or from Mission West at www.missionwest.com or by
contacting Mission West Investor Relations at: (408)
725-0700.
Mission West and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from its
stockholders in favor of the proposed transactions. A list of the
names of Mission West's executive officers and directors and a
description of their respective interests in Mission West are set
forth in its report on Form 10-K/A for the year ended December 31, 2011, which was filed with the SEC
on April 27, 2012, and in any documents subsequently filed by
its directors and executive officers under the Securities and
Exchange Act of 1934, as amended. Certain executive officers and
directors of Mission West have interests in the proposed
transactions that may differ from the interests of stockholders
generally. These interests and any additional benefits in
connection with the proposed transactions will be described in the
definitive proxy statement.
SOURCE Mission West Properties, Inc.
