Brandywine and Prentiss Shareholders Approve Merger Proposals; Merger Expected to Close January 5, 2006; Pro-Rata Dividends Declared.PLYMOUTH MEETING, Pa. & DALLAS -- Brandywine Realty Trust Brandywine Realty Trust (NYSE: BDN) is a real estate development trust (REIT) in the United States that buys, sells, leases and manages approximately 225 commercial properties, no more than 25 industrial parcels of land, mixed-use property, and over 200 acres of undeveloped (NYSE NYSE See: New York Stock Exchange :BDN BDN Borland Developer Network BDN Bangor Daily News (Maine, USA) BDN Business Development Network BDN Bell Data Network BDN Bulk Data Network BDN Busy Doing Nothing (band) BDN Buffered Delta Network ) and Prentiss Properties Trust (NYSE: PP) announced today that shareholders of both Brandywine and Prentiss have approved the merger proposals of the two companies. Approximately 45.4 million, or 80%, of the outstanding Brandywine common shares were voted, with approximately 92% voting in favor of the merger proposal. Approximately 42.6 million, or 87%, of the outstanding Prentiss common shares were voted, with approximately 98% voting in favor of the merger proposal. The merger is expected to close January 5, 2006. Prentiss common shares are expected to be delisted upon the closing of the merger. Gerard H. Sweeney, president and chief executive officer of Brandywine, stated, "We are delighted that the merger with Prentiss Properties has been resoundingly re·sound v. re·sound·ed, re·sound·ing, re·sounds v.intr. 1. To be filled with sound; reverberate: The schoolyard resounded with the laughter of children. 2. approved by our shareholders. We appreciate our shareholders' continued confidence. This merger is a transformational event for both companies and has created a significant growth platform for Brandywine. This is truly a win-win event for both companies, creating significant new development and capital deployment opportunities. We look forward to the successful execution of our business plan to create a best-in-class office company. We are also delighted to welcome all members of the Prentiss team to our Company and Mike Prentiss and Tom August to our Board." Upon completion of the merger, Brandywine will own/manage a portfolio of 49 million square feet of space, and have a total market capitalization Total Market Capitalization The total market value of all of a firm's outstanding securities. of approximately $6 billion, making it one of the largest office REITs in the industry. "The new franchise is not only large," noted Thomas F. August, president and chief executive officer of Prentiss, "it is clearly among the best by almost any measure. With such a strong vote in favor of the merger, Prentiss shareholders signaled today that they understand this." Pro Rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. Dividend: Brandywine also announced today that its dividend for the period January 1 to January 4, 2006 will be $0.02 per common share, payable on January 17, 2006 to shareholders of record as of January 4, 2006. The Company's regular first quarter dividend, which we would expect to declare on or about March 15, 2006, consistent with past practice, will be reduced by the amount of this pro-rata dividend. Prentiss announced today that its dividend for the period January 1 to January 4, 2006 will be $0.02 per common share, payable on January 17, 2006 to shareholders of record as of January 4, 2006. This will be the Company's final dividend. About Brandywine Realty Trust Brandywine Realty Trust, with headquarters in Plymouth Meeting, PA and regional offices in Philadelphia, PA, Mt. Laurel Laurel, cities, United States Laurel. 1 Town (1990 pop. 19,438), Prince Georges co., central Md., about halfway between Washington, D.C., and Baltimore; patented in the late 1600s, inc. 1870. , NJ and Richmond, VA, is one of the Mid-Atlantic region's largest full service real estate companies. Brandywine owns, manages or has an ownership interest in 299 office and industrial properties, aggregating 24.2 million square feet. Prentiss Properties Trust is a self-administered and self-managed real estate investment trust. Brandywine is acquiring Prentiss assets in the Austin, Dallas, Oakland and Washington D.C. markets totaling approximately 11.2 million square feet and will manage approximately 11.5 million square feet owned by third parties. For more information, visit Brandywine's Web site at www.brandywinerealty.com. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Note: Certain statements in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, achievements or transactions of the Company and its affiliates or industry results to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors relate to, among others, the Company's ability to lease vacant space and to renew or relet space under expiring leases at expected levels, the potential loss of major tenants, interest rate levels, the availability and terms of debt and equity financing Equity Financing The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation. , competition with other real estate companies for tenants and acquisitions, risks of real estate acquisitions, dispositions and developments, including cost overruns Noun 1. cost overrun - excess of cost over budget; "the cost overrun necessitated an additional allocation of funds in the budget" cost - the total spent for goods or services including money and time and labor and construction delays, unanticipated operating costs operating costs npl → gastos mpl operacionales and the effects of general and local economic and real estate conditions. Additional information or factors which could impact the Company and the forward-looking statements contained herein are included in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement forward-looking statements that become untrue un·true adj. un·tru·er, un·tru·est 1. Contrary to fact; false. 2. Deviating from a standard; not straight, even, level, or exact. 3. Disloyal; unfaithful. because of subsequent events. |
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