CHARLOTTE, N.C., Oct. 30, 2015 /PRNewswire/ -- Campus Crest
Communities, Inc. (NYSE: CCG) (the "Company" or "Campus Crest"),
today announced that it has completed the previously announced sale
of the Company's ownership interest in its evo Montreal joint venture ("Montreal Sale"). As a
result of this transaction, Campus Crest now has no ownership
interests outside the United
States and has been fully released from the CAD 56 million debt guarantee associated with the
Montreal joint venture.
The Montreal Sale has resulted in net sale proceeds currently
estimated to be approximately $0.12
per share of common stock based on the current exchange rate.
Of the net sale proceeds, $0.040 per
share of common stock, based on the current exchange rate, will be
held in a tax withholding escrow until receipt of a certificate
from the Canada Revenue Authority and an additional $0.005 per share of common stock will be held in
escrow related to potential post-closing indemnification
obligations.
Under the terms of the previously announced merger agreement
with Harrison Street Real Estate Capital, the total per share
consideration to be received by Campus Crest shareholders is
estimated to be $7.02 per share,
consisting of $6.90 per share in cash
(the "Cash Consideration"), plus a pro-rata portion of the net
proceeds from the Montreal Sale (the "Contingent Consideration"),
currently estimated to be $0.12 per
share based on the expected net sale proceeds from the Montreal
Sale. The final amount of the net sale proceeds per share
will be determined upon the release of the escrows described
above. The Cash Consideration and the net sale proceeds from
the Montreal Sale will be paid concurrent with the closing of the
merger with Harrison Street which is
currently anticipated to occur, subject to shareholder approval and
satisfaction of all other closing conditions, during the first
quarter of 2016.
Aaron Halfacre, President and
Chief Investment Officer of Campus Crest, said, "We are pleased to
have successfully concluded the sale of the Montreal joint venture. Not only does the sale
represent an important step in the merger process, but also
reflects the accomplishment of a key goal of the strategic
repositioning we initiated last year."
About Campus Crest Communities, Inc.
Campus Crest Communities, Inc. is a leading owner and manager of
high-quality student housing properties located close to college
campuses in targeted markets. It has ownership interests in 79
student housing properties with over 42,000 beds across
North America. Additional
information can be found on the Company's website at
http://www.campuscrest.com.
Forward-Looking Statements
This communication contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. The forward-looking statements, which include
statements regarding the proposed merger between the Company and
Harrison Street, may be identified
by the inclusion of words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," "goal" and
variations of such words and other similar expressions, and are
based on current expectations, estimates, assumptions and
projections that are subject to change, and actual results may
differ materially from the forward-looking statements. These
statements, as they relate to the Company or Harrison Street, the management of either such
company or the proposed merger, involve risks and uncertainties
that may cause results to differ materially from those set forth in
the statements. The Company intends that such forward-looking
statements be subject to the safe-harbor provided by the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause the Company's actual results, performance or
achievements or industry results to be materially different from
any future results, performance or achievements expressed or
implied by such forward-looking statements. Many factors, including
the following, could cause actual results to differ materially from
the forward-looking statements: the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement or the purchase agreement for
the Montreal Sale; the outcome of any legal proceedings that may be
instituted against the Company and others following announcement of
the merger agreement; the inability to complete the proposed merger
due to the failure to satisfy the conditions to the merger,
including obtaining the approval of the Company's shareholders,
lender consents and other closing conditions more fully described
in the merger agreement; risks that the proposed merger disrupts
current plans and operations of the Company; potential difficulties
in employee retention as a result of the proposed merger; the value
of any CVRs which may be issued in connection with the merger;
legislative, regulatory and economic developments; risks related to
disruption of management's attention from the Company's ongoing
business operations due to the proposed merger; the effect of the
announcement of the proposed merger on the Company's relationships
with colleges and universities, relationships with tenants,
operating results and business generally, and other risks and
uncertainties described under "Item 1A. Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2014 and in the
Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2015 and June 30, 2015 and in other documents filed with
the Securities and Exchange Commission ("SEC") by the
Company. Given these uncertainties, current and prospective
investors should be cautioned in their reliance on such
forward-looking statements. Except as required by law, the Company
disclaims any obligation to update any such factors or to publicly
announce the results of any revision to any of the forward-looking
statements contained herein to reflect future events or
developments. A more comprehensive discussion of risks,
uncertainties, financial reporting restatements, and
forward-looking statements may be seen in the Company's Annual
Report on Form 10-K and other periodic filings with the SEC.
Additional Information and Where to Find It
A full description of the terms of the merger and the merger
agreement will be provided in the proxy statement that Campus Crest
intends to file with the SEC to be used at its special meeting of
shareholders in lieu of an annual meeting to approve the proposed
transaction with Harrison
Street. SHAREHOLDERS ARE ADVISED TO READ, WHEN
AVAILABLE, CAMPUS CREST'S PRELIMINARY PROXY STATEMENT AND
DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE
SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE
STATEMENTS WILL CONTAIN IMPORTANT INFORMATION. The definitive
proxy statement will be mailed to shareholders as of a record date
to be established for voting on the proposed merger. Shareholders
will also be able to obtain a copy of the proxy statement, without
charge, by directing a request to: Campus Crest, Investor
Relations, 2100 Rexford Road, Suite 400, Charlotte, NC 28211, or at its website,
www.campuscrest.com. The preliminary proxy statement and
definitive proxy statement, once available, can also be obtained,
without charge, at the SEC's internet site
(http://www.sec.gov).
Participants in Solicitation
The directors, executive officers and certain other members of
management and employees of the Company may be deemed
"participants" in the solicitation of proxies from shareholders of
the Company in favor of the proposed merger. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the shareholders of
the Company in connection with the proposed Merger will be set
forth in the proxy statement and the other relevant documents to be
filed with the SEC. You can find information about the
Company's executive officers and directors in its Annual Report on
Form 10-K for the fiscal year ended December
31, 2014 (the "Form 10-K") as filed with the SEC on
April 1, 2015 and Amendment No. 1 to
the Form 10-K as filed with the SEC on August 25, 2015.
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SOURCE Campus Crest Communities, Inc.