Processing Content
FREEHOLD, N.J., July 31 /PRNewswire-FirstCall/ -- Monmouth Real EstateInvestment Corporation (Nasdaq: MNRTA) ("Monmouth REIT") announced todaythat it has completed its proposed strategic combination with MonmouthCapital Corporation (Nasdaq: MONM) ("Monmouth Capital"). As previouslyannounced, the combination was approved by the stockholders of MonmouthREIT and Monmouth Capital on Thursday, July 26, 2007. The combined company will operate under the name Monmouth Real EstateInvestment Corporation and will continue as an equity real estateinvestment trust, owning interests in 56 industrial properties on long-termnet-leases to investment grade tenants and one shopping center, as well asinvestments in REIT securities. The combined company will remainheadquartered in Freehold, New Jersey and will continue to be managed bythe management team that managed both Monmouth REIT and Monmouth Capitalbefore the combination. In connection with the merger, the number of directors serving onMonmouth REIT's Board of Directors was increased to 13 and Anna T. Chew,Eugene D. Rothenberg, Joshua Kahr and Michael P. Landy, each a formerdirector of Monmouth Capital, were appointed as directors of Monmouth REITto fill the four vacancies created by the increase in the size of theboard. "We are pleased with the successful consummation of the combination ofthe two companies," said Eugene W. Landy, President and Chairman of bothMonmouth REIT and Monmouth Capital. "This transaction has enhanced ourprospects for continued growth and exposure in the marketplace byincreasing both our market capitalization and portfolio and we expect toachieve productivity savings through managing a larger, combined company." Monmouth Capital's common stockholders are entitled to receive 0.655 ofa share of Monmouth REIT's common stock for each share of MonmouthCapital's common stock. American Stock Transfer & Trust Company has beenappointed as the exchange agent for payment of the merger consideration andwill send a letter of transmittal to each former Monmouth Capital commonstockholder containing instructions for obtaining new stock certificatesand cash in exchange for their shares. As a result of the completion of themerger and effective immediately, Monmouth Capital's common stock will nolonger trade on the NASDAQ Global Market. Cohen & Steers Capital Advisors, LLC acted as exclusive financialadvisor to the Special Committee of the Board of Directors of Monmouth REITand Venable LLP served as its legal counsel. Ferris, Baker Watts, Inc.acted as exclusive financial advisor to the Special Committee of the Boardof Directors of Monmouth Capital and Stroock & Stroock & Lavan LLP servedas its legal counsel. About Monmouth Real Estate Investment Corporation Monmouth REIT, which was organized in 1968, is a publicly-owned realestate investment trust specializing in net-leased industrial properties.Monmouth REIT's equity portfolio consists of fifty-six industrialproperties and one shopping center located in twenty-six states. Inaddition, Monmouth REIT owns a portfolio of REIT securities. Forward-Looking Statements This press release contains "forward-looking statements" within themeaning of Section 27A of the Securities Act of 1933 and Section 21E of theSecurities Exchange Act of 1934. All statements other than statements ofhistorical facts included in this press release are forward-lookingstatements. All forward-looking statements speak only as of the date ofthis press release. Such forward-looking statements involve known andunknown risks, uncertainties and other factors that may cause the actualresults, performance, achievements or transactions of Monmouth REIT,Monmouth Capital and their affiliates or industry results or the benefitsof the merger to be materially different from any future results,performance, achievements or transactions expressed or implied by suchforward-looking statements. Such risks, uncertainties and other factorsrelate to, among others, difficulties encountered in integrating thecompanies, inability to realize or delays in realizing the expectedsynergies, unanticipated operating costs, the effects of general and localeconomic and real estate conditions and the amount of the costs, fees,expenses and charges related to the transaction. Additional information orfactors which could impact the companies and the forward-looking statementscontained herein are included in each company's filings with the Securitiesand Exchange Commission. The companies assume no obligation to update orsupplement forward-looking statements that become untrue because ofsubsequent events.
