OAK BROOK, Ailing.–(BUSINESS WIRE)–Inland Diversified Actual Property Belief, Inc. (“Inland Diversified”)
introduced in the present day that it has entered right into a definitive settlement to merge
with Kite Realty Group Belief (“Kite”), valuing Inland Diversified at
roughly $2.5 billion, together with the sale of our net-leased
portfolio to Realty Earnings.
“We’re excited to see the method we’ve been engaged in culminate in
this transformational occasion for our firm and our stockholders,” mentioned
Barry Lazarus, president and chief working officer at Inland
Diversified. “This transaction achieves our purpose of maximizing worth and
gives a possibility for our stockholders to both stay a part of
the properly capitalized mixed firm or liquidate their funding. It
is extraordinarily gratifying for all the Inland Diversified administration
crew to be a part of the profitable formation and operation of Inland
Diversified, in addition to its merger with Kite, a number one purchasing middle
firm that’s listed on the New York Inventory Trade.”
Beneath the phrases of the merger settlement, every excellent share of
Inland Diversified shall be transformed into the fitting to obtain between
1.707 and 1.65 Kite frequent shares, primarily based on the per share value of the
Kite frequent shares previous to the particular assembly of Inland Diversified
stockholders to approve the merger.
Based mostly on the $6.15 closing value for Kite’s frequent shares as of February
7, 2014, every excellent share of Inland Diversified could be transformed
into the fitting to obtain 1.707 Kite frequent shares. This is able to end in
consideration of $10.50 per share of Inland Diversified and a complete
return of between 14% for stockholders assuming an funding in August
2012, and 31% for stockholders assuming an funding in September 2009,
or a median annualized return of roughly 8%.
Upon consummation, this merger will present Inland Diversified
stockholders with entry to full liquidity or the power to seize
future progress potential via holding Kite’s publicly traded inventory
with no lock-up interval. No internalization charges shall be paid in
reference to this transaction.
Moreover, all or nearly all of the web proceeds from Inland
Diversified’s beforehand introduced net-leased portfolio sale shall be
used to pay down debt on current properties of the mixed firm,
which is able to facilitate a single, all-stock transaction for Inland
Diversified stockholders and permit for particular person stockholders to make
choices relating to liquidity.
The transaction has been accepted by a particular committee of the board of
administrators of Inland Diversified and is anticipated to shut through the
second or third quarter of 2014. The completion of the merger is topic
to approvals by each the Inland Diversified and the Kite stockholders
and the satisfaction of sure different customary closing circumstances and,
in consequence, it’s attainable that the timing of the closing of the merger
could possibly be delayed.
Unbiased Advisors
Wells Fargo Securities is performing as monetary advisor and Alston & Fowl
LLP serves as authorized counsel to the Particular Committee of Unbiased
Administrators of Inland Diversified.
About Inland Diversified Actual Property Belief, Inc.
Inland Diversified Actual Property Belief, Inc. is a public, non-listed actual
property funding belief centered on buying a diversified portfolio of
business actual property property in varied property classes, together with:
grocery-anchored purchasing facilities, necessity-based retail property,
single-tenant workplace and multi-family property. For added info
about Inland Diversified, please confer with www.inlanddiversified.com.
Extra Details about the Merger
In reference to the proposed merger, Inland Diversified and Kite
count on to arrange and file with the U.S. Securities and Trade
Fee (“SEC”) a registration assertion on Kind S-Four containing a
joint proxy assertion/prospectus and different paperwork with respect to the
proposed merger. The joint proxy/prospectus will comprise vital
details about the proposed transaction and associated issues.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT
DOCUMENTS FILED BY INLAND DIVERSIFIED AND KITE WITH THE SEC CAREFULLY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT INLAND DIVERSIFIED, KITE AND THE PROPOSED MERGER.
Buyers and stockholders of Inland Diversified and Kite could get hold of
free copies of the registration assertion, the joint proxy
assertion/prospectus and different related paperwork filed by Inland
Diversified and Kite with the SEC (if and after they develop into out there)
via the web site maintained by the SEC at www.sec.gov.
Copies of the paperwork filed by Inland Diversified with the SEC are
additionally out there freed from cost on Inland Diversified’s web site at www.inlanddiversified.com
and copies of the paperwork filed by Kite with the SEC can be found
freed from cost on Kite’s web site at www.kiterealty.com.
This communication shall not represent a proposal to promote or the
solicitation of a proposal to purchase any securities, nor shall there be any
sale of securities in any jurisdiction by which such provide, solicitation
or sale could be illegal previous to registration or qualification below
the securities legal guidelines of any such jurisdiction. No providing of securities
shall be made besides by way of a prospectus assembly the necessities
of Part 10 of the U.S. Securities Act of 1933, as amended.
As well as, further particulars concerning the proposed merger could be discovered
in Inland Diversified’s Present Report on Kind 8-Okay to be filed with the
Securities and Trade Fee. Copies could be obtained from the SEC
web site at www.sec.gov,
or on Inland Diversified’s web site at www.inlanddiversified.com.
Inland Diversified stockholders might also contact Inland Investor
Companies for added info by calling 1-800-826-8228 or
emailing to Custserve@inland-investements.com.
Individuals in Solicitation Referring to the Merger
Inland Diversified, Kite and their respective administrators and government
officers could also be deemed to be members within the solicitation of proxies
from Inland Diversified’s and Kite’s stockholders in respect of the
proposed merger. Info relating to Inland Diversified’s administrators
and government officers could be present in Inland Diversified’s definitive
proxy assertion filed with the SEC on April 16, 2013. Info
relating to Kite’s administrators and government officers could be present in Kite’s
definitive proxy assertion filed with the SEC on April 8, 2013.
Extra info relating to the pursuits of such potential
members shall be included within the joint proxy assertion/prospectus
and different related paperwork filed with the SEC in reference to the
proposed merger if and after they develop into out there. These paperwork are
out there freed from cost on the SEC’s web site and from Inland
Diversified or Kite, as relevant, utilizing the sources indicated above.
Ahead Trying Statements
This press launch accommodates “forward-looking statements” made below
the “protected harbor” provisions of the Non-public Securities Litigation Reform
Act of 1995. The statements could also be recognized by terminology reminiscent of
“could,” “would,” “count on,” “intend,” “estimate,” “anticipate,” “plan,”
“search,” “seems,” or “imagine.” Such statements replicate the present
view of Inland Diversified with respect to future occasions and are topic
to sure dangers, uncertainties and assumptions associated to sure
components together with, with out limitation, the incidence of any occasion,
change or different circumstances that might give rise to the termination of
the merger settlement, the shortcoming to acquire stockholder approvals
referring to the merger or the failure to fulfill the opposite circumstances to
completion of the merger, fluctuations within the per share value of Kite’s
frequent shares may influence the worth and return to the Inland
Diversified stockholders, dangers associated to disruption of administration’s
consideration from the continuing enterprise operations as a result of proposed
merger, the impact of the announcement of the proposed merger on Inland
Diversified’s and Kite’s relationships with their respective prospects,
tenants, lenders, working outcomes and companies typically, the
consequence of any authorized proceedings referring to the merger, dangers to
consummation of the merger, together with the danger that the merger is not going to
be consummated throughout the anticipated time interval or in any respect, market and
financial challenges skilled by the U.S. economic system or actual property
business as a complete, together with dislocations and liquidity disruptions in
the credit score markets, the shortcoming of tenants to proceed paying their
hire obligations attributable to chapter, insolvency or a common downturn in
their enterprise, competitors for actual property property and tenants,
impairment expenses, the provision of money circulation from working
actions for distributions and capital expenditures, the power to
refinance maturing debt or to acquire new financing on engaging phrases,
future will increase in rates of interest, actions or failures by Inland
Diversified’s and Kite’s respective three way partnership companions, together with
improvement companions, components that might have an effect on Inland Diversified’s and
Kite’s respective talents to qualify as an actual property funding
belief, and different components detailed below “Threat Components” in Inland
Diversified’s and Kite’s respective most up-to-date Kind 10-Ks and
subsequent Kind 10-Qs on file with Securities and Trade Fee.
Though Inland Diversified believes that the expectations mirrored
in such forward-looking statements are affordable, it can provide no
assurance that such expectations will show to be right. Based mostly upon
altering circumstances, ought to any a number of of those dangers or
uncertainties materialize, or ought to any underlying assumptions show
incorrect, precise outcomes could differ materially from these described
herein. Besides as required by federal securities legal guidelines, Inland
Diversified undertakes no obligation to publicly replace or revise any
written or oral forward-looking statements, whether or not on account of new
info, future occasions, modified circumstances or every other motive
after the date of this press launch. All subsequent written and oral
forward-looking statements attributable to Inland Diversified or individuals
performing on its behalf are expressly certified of their entirety by the
relevant cautionary statements.
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