{"id":3615,"date":"2021-08-05T00:45:03","date_gmt":"2021-08-05T05:45:03","guid":{"rendered":"https:\/\/1reason.com\/re\/monmouth-board-of-directors-reaffirms-unanimous-support-for-merger-with-equity-commonwealth\/3615\/"},"modified":"2021-08-05T19:45:04","modified_gmt":"2021-08-06T00:45:04","slug":"monmouth-board-of-directors-reaffirms-unanimous-support-for-merger-with-equity-commonwealth","status":"publish","type":"post","link":"https:\/\/1reason.com\/re\/monmouth-board-of-directors-reaffirms-unanimous-support-for-merger-with-equity-commonwealth\/3615\/","title":{"rendered":"Monmouth Board of Directors Reaffirms Unanimous Support for Merger with Equity Commonwealth"},"content":{"rendered":"
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As previously disclosed, on July 8, 2021 Monmouth received an unsolicited acquisition proposal from Starwood Capital Group (\u201cStarwood Capital\u201d). Under the proposal, as subsequently amended on July 15, 2021, Starwood Capital proposed that its affiliate Starwood Real Estate Income Trust, Inc. would acquire 100% of the outstanding equity of Monmouth for net cash consideration of $18.88 per Monmouth common share. On July 21, 2021, Monmouth\u2019s common shares closed at $19.10 per share.<\/p>\n

Starwood Capital\u2019s amended proposal reflects a stated purchase price of $19.51 per share reduced by the termination fee of approximately $62.2 million, or $0.63 per share, if Monmouth terminates the merger agreement it previously entered into with EQC in accordance with its terms to accept the amended proposal.<\/p>\n

Monmouth\u2019s Board, in consultation with its financial and legal advisors, carefully evaluated the terms of Starwood Capital\u2019s unsolicited acquisition proposal as amended and determined that the pending transaction with EQC represents the best opportunity to maximize value for Monmouth stockholders. The Board does not believe the terms set forth in Starwood Capital\u2019s amended acquisition proposal would provide a basis for discussions regarding an alternative transaction. <\/p>\n

\u201cAs a Board, we carefully considered the unsolicited proposal and its amendment, and noted it is less than the proposal previously submitted by Starwood Capital as part of our strategic review process,\u201d said Brian Haimm, Lead Independent Director of Monmouth. \u201cWe ran an exhaustive strategic alternatives process, and carefully considered Starwood Capital\u2019s all-cash proposal, among a number of other strategic alternatives. Ultimately, the Board unanimously concluded \u2013 and has now unanimously reaffirmed \u2013 that the EQC transaction is the best path forward for Monmouth stockholders. Monmouth\u2019s Board of Directors is committed to maximizing value and we remain confident that the pending merger with EQC will deliver substantial long-term value to our stockholders.\u201d<\/p>\n

\u201cOur pending merger with EQC marks an exciting new chapter for Monmouth, and it will deliver clear benefits for Monmouth stockholders,\u201d said Michael P. Landy, President and CEO of Monmouth. \u201cThe combined company is expected to have a strong balance sheet, prudent growth strategy and significant real estate expertise under the leadership of Sam Zell and David Helfand. The pending transaction offers Monmouth stockholders the opportunity to continue to participate in the fast-growing industrial sector. We look forward to putting the transaction to a vote of our stockholders and consummating the EQC merger.\u201d<\/p>\n

In reviewing Starwood Capital\u2019s unsolicited proposal, the Board, in consultation with Monmouth\u2019s financial and legal advisors, carefully considered numerous factors and concluded that the merger with EQC remains in the best interest of Monmouth stockholders. Among the factors considered by the Monmouth Board in favor of the EQC merger were the following:<\/p>\n