The Town and Country Trust Announces Receipt of Unsolicited Proposal from Berkshire Property Advisors, LLC
03 2월 2006 - 5:19AM
PR Newswire (US)
BALTIMORE, Feb. 2 /PRNewswire-FirstCall/ -- The Town and Country
Trust (NYSE:TCT), a multifamily real estate investment trust,
announced today that it received an unsolicited proposal from
Berkshire Property Advisors, LLC ("Berkshire") outlining a proposed
transaction that contemplates the acquisition by Berkshire of TCT
and TCT's operating partnership for $37.00 per share or common
unit, plus a pro-rata payment in respect of TCT dividends as
contemplated by TCT's merger agreement dated December 19, 2005
among TCT, The TC Operating Limited Partnership, Magazine
Acquisition GP LLC, Magazine Acquisition LP and Magazine
Acquisition LLC (collectively, "Magazine Acquisition"). Berkshire's
proposal is subject to completion of confirmatory due diligence and
the execution of definitive documentation, which Berkshire's
proposal states that would be substantially similar to TCT's merger
agreement with Magazine Acquisition. Berkshire's proposal also
states that Berkshire is confident that they would be in a position
to complete its due diligence investigation and execute a
definitive transaction agreement within 21 days from commencement
of due diligence. TCT's Board of Trustees will consider the
proposal submitted by Berkshire and TCT will have no further
comment on this matter at this time. TCT's Board of Trustees
continues to recommend the existing $33.90 per share transaction
with Magazine Acquisition and the agreement and plan of merger with
Magazine Acquisition continues to be in effect. TCT has called a
special meeting of shareholders to be held on March 9, 2006 at
which TCT will seek shareholder approval of the agreement and plan
of merger with Magazine Acquisition and the transactions
contemplated thereby. ABOUT THE TOWN AND COUNTRY TRUST TCT is a
multifamily real estate investment trust that owns and operates 38
apartment communities with 13,183 apartment homes in the
Mid-Atlantic states and Florida. Additional information regarding
TCT can be found on TCT's web site at http://www.tctrust.com/. MORE
INFORMATION In connection with TCT's solicitation of proxies with
respect to the meeting of shareholders called in connection with
the proposed merger with Magazine Acquisition, TCT will file with
the SEC a definitive proxy statement which will be mailed to
shareholders on or around January 30, 2006. SHAREHOLDERS ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT DISTRIBUTED TO
SHAREHOLDERS BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Shareholders may obtain, free-of-charge, a copy of the definitive
proxy statement and other relevant documents filed with the SEC
from the SEC's website at http://www.sec.gov/. Shareholders may
also obtain a free-of-charge copy of the definitive proxy statement
and other relevant documents by directing a request by mail or
telephone to The Town and Country Trust, 300 East Lombard Street,
Baltimore, Maryland 21202, Attention: Secretary, telephone:
410-539-7600, or from TCT's website at http://www.tctrust.com/. TCT
and certain of its directors, executive officers and other members
of management and employees may, under the rules of the SEC, be
deemed to be "participants" in the solicitation of proxies from
shareholders of TCT in favor of the proposed merger with Magazine
Acquisition. Information regarding the persons who may be
considered "participants" in the solicitation of proxies, including
their beneficial ownership of TCT common stock as of January 26,
2005, is set forth in TCT's definitive proxy statement as filed
with the SEC. Information regarding the trustees and executive
officers of TCT is included in its definitive proxy statements for
its 2005 Annual Meetings filed with the SEC in March 2005 and may
be obtained free of charge at the SEC's website at
http://www.sec.gov/ or at TCT's website at http://www.tctrust.com/.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. First Call Analyst: FCMN
Contact: DATASOURCE: The Town and Country Trust CONTACT: Harvey
Schulweis, Chairman and Chief Executive Officer of The Town and
Country Trust, +1-212-407-2170; or Investor Inquiries: Joseph
Calabrese of Financial Relations Board, +1-212-827-3772, for The
Town and Country Trust Web site: http://www.tctrust.com/
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