GMH Communities Trust Authorizes Special Distribution
07 6월 2008 - 2:50AM
PR Newswire (US)
NEWTOWN SQUARE, Pa., June 6 /PRNewswire-FirstCall/ -- GMH
Communities Trust ("GMH" or the "Company") (NYSE:GCT) today
announced that the Company's board of trustees (the "Board")
authorized a special distribution in the amount of $1.71 per share
(the "Special Distribution") to the Company's shareholders of
record as of the close of business on the day immediately prior to
the effective time of the Company's merger with an affiliate of
American Campus Communities, Inc. ("ACC"). The Special Distribution
is payable on June 12, 2008, subject to the closing of the proposed
merger of the Company with ACC. The proposed merger is expected to
occur on or about June 11, 2008, subject to the satisfaction or
waiver of closing conditions, including the approval of GMH
shareholders at the special meeting scheduled for June 10, 2008.
The Special Distribution is in addition to the merger consideration
that GMH shareholders will be entitled to receive under the terms
of the merger agreement following the closing of the proposed
merger. The Special Distribution was authorized by the Board for
the purpose of distributing, as previously announced, (i) a
percentage of the amount received in connection with the
disposition of certain student housing properties and (ii) the net
proceeds from the pending sale of the Company's home office. In
addition, a portion (approximately $0.98 per share) of the Special
Distribution is comprised of the remaining net proceeds from the
sale of GMH's former military housing division. The sale of the
home office is expected to close immediately prior to the closing
of the proposed merger. If the sale of the home office is not
completed, the Special Distribution will be reduced by $0.029 per
share. The Company has filed a definitive proxy statement with the
Securities and Exchange Commission in connection with the proposed
merger with ACC. The definitive proxy statement was mailed to GMH
shareholders on or about April 29, 2008. A special meeting of the
Company's shareholders has been scheduled for June 10, 2008 at 11
a.m. local time, at the Philadelphia Marriott West, 111 Crawford
Avenue, West Conshohocken, PA 19428, to vote on the proposed
merger. About GMH Communities Trust GMH Communities Trust
(http://www.gmhcommunities.com/) is a publicly-traded Maryland real
estate investment trust, or REIT. It is a self-advised,
self-managed, specialty housing company focused on providing
housing to college and university students residing off-campus. GMH
Communities also provides property management services to
third-party owners of student housing properties, including
colleges, universities, and other private owners. GMH Communities
is based in Newtown Square, PA. Forward-Looking Statements This
press release contains forward-looking statements within the
meaning of the Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements can be identified by the use of words such as "may,"
"will," "should," "expect," "estimate" or other comparable
terminology. Numerous risks, uncertainties and other factors may
cause actual results to differ materially from those expressed in
any forward-looking statement. Such risks, uncertainties, and other
factors include, but are not limited to, (i) the occurrence of any
effect, event, development or change that could give rise to the
termination of the merger agreement with ACC, (ii) the inability to
complete the merger, due to the failure of the Company's
shareholders to approve the merger, (iii) the inability to close
the sale of the Home Office, (iv) the failure of any party to
satisfy the conditions to the closing of the merger, (v) the
failure of ACC to obtain the necessary financing arrangements
described in the definitive proxy statement, (vi) risks that the
Company will not be able to pay all or any portion of the Special
Distribution because the merger or the sale of the home office does
not close (vii) risks that the proposed merger disrupts current
plans and operations and the potential difficulties in employee
retention and (viii) risks relating to the Company's business
presented in its filings with the SEC. Forward-looking statements
are made as of the date of this press release, and the Company
undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. Additional Information and Where to
Find It This press release does not constitute an offer of any
securities for sale. In connection with the merger, ACC has filed
with the SEC a registration statement on Form S-4, which includes a
proxy statement/prospectus of GMH and ACC and other relevant
materials in connection with the proposed transactions. The proxy
statement was mailed to GMH shareholders starting on April 29,
2008. Investors and security holders of GMH are urged to read the
proxy statement/prospectus and the other relevant material because
they contain important information about GMH, ACC and the proposed
transactions. The proxy statement/prospectus and other relevant
materials, and any and all documents filed by GMH or ACC with the
SEC, may be obtained free of charge at the SEC's web site at
http://www.sec.gov/. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by GMH
by directing a written request to GMH Communities Trust, 10 Campus
Boulevard, Newtown Square, Pennsylvania 19073, Attention: Investor
Relations. Investors and security holders may obtain free copies of
the documents filed with the SEC by ACC by directing a written
request to American Campus Communities, Inc., 805 Las Cimas
Parkway, Suite 400, Austin, Texas 78746 Attention: Investor
Relations. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED TRANSACTIONS. ACC, GMH and their respective executive
officers, directors and trustees may be deemed to be participants
in the solicitation of proxies from the security holders of GMH in
connection with the merger. Information about those executive
officers and directors of ACC and their ownership of ACC common
stock is set forth in the proxy statement for ACC's 2008 Annual
Meeting of Stockholders, which was filed with the SEC on April 2,
2008. Information about the executive officers and trustees of GMH
and their ownership of GMH common shares is set forth in GMH's
Annual Report on Form 10K/A, which was filed with the SEC on April
29, 2008. Investors and security holders may obtain additional
information regarding the direct and indirect interests of ACC, GMH
and their respective executive officers, directors and trustees in
the Merger by reading the proxy statement and prospectus regarding
the merger. DATASOURCE: GMH Communities Trust CONTACT: Financial
Relations Board: Joe Calabrese, +1-212-827-3772, (Analyst Info),
for GMH Communities Trust Web site: http://www.gmhcommunities.com/
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