Weingarten Realty Investors (NYSE:WRI) announced today that its
Board of Trust Managers declared a special cash distribution of
$0.69 per common share payable on August 2, 2021 to shareholders of
record on July 28, 2021.
The special distribution is being paid in connection with the
anticipated merger of WRI into Kimco Realty Corporation (“Kimco”)
and to satisfy the REIT taxable income distribution requirements.
Under the terms of the merger agreement, the Company’s payment of
the special distribution adjusts the cash consideration to be paid
by Kimco at the closing of the merger from $2.89 per share to $2.20
per share, and does not affect the payment of the share
consideration of 1.408 newly issued shares of common stock of Kimco
for each WRI common share owned immediately prior to the effective
time of the merger.
The merger is expected to close on August 3, 2021, pending
receipt of the necessary shareholder approvals and satisfaction or
waiver of other closing conditions specified in the merger
agreement.
About Weingarten Realty Investors
Weingarten Realty Investors (NYSE: WRI) is a shopping center
owner, manager and developer. At March 31, 2021, the Company owned
or operated under long-term leases, either directly or through its
interest in real estate joint ventures or partnerships, a total of
156 properties which are located in 15 states spanning the country
from coast to coast. These properties represent approximately 29.8
million square feet of which our interests in these properties
aggregated approximately 20.4 million square feet of leasable area.
To learn more about the Company, please visit
www.weingarten.com.
Forward-Looking Statements
This communication contains certain “forward-looking” statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Exchange
Act. Kimco and the Company intend such forward-looking statements
to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995 and include this statement for purposes of complying
with the safe harbor provisions. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “will,” “should,” “may,” “projects,” “could,”
“estimates” or variations of such words and other similar
expressions are intended to identify such forward-looking
statements, which generally are not historical in nature, but not
all forward-looking statements include such identifying words.
Forward-looking statements regarding Kimco and the Company include,
but are not limited to, statements related to the anticipated
acquisition of the Company and the anticipated timing and benefits
thereof; Kimco’s expected financing for the transaction; Kimco’s
ability to deleverage and its projected target net leverage; and
other statements that are not historical facts. These
forward-looking statements are based on each of the companies’
current plans, objectives, estimates, expectations and intentions
and inherently involve significant risks and uncertainties. Actual
results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation, risks
and uncertainties associated with: Kimco’s and the Company’s
ability to complete the acquisition on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties
related to securing the necessary shareholder approvals and
satisfaction of other closing conditions to consummate the
acquisition; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
definitive transaction agreement relating to the proposed
transaction; risks related to diverting the attention of the
Company and Kimco management from ongoing business operations;
failure to realize the expected benefits of the acquisition;
significant transaction costs and/or unknown or inestimable
liabilities; the risk of shareholder litigation in connection with
the proposed transaction, including resulting expense or delay; the
risk that the Company’s business will not be integrated
successfully or that such integration may be more difficult,
time-consuming or costly than expected; Kimco’s ability to obtain
the expected financing to consummate the acquisition; risks related
to future opportunities and plans for the combined company,
including the uncertainty of expected future financial performance
and results of the combined company following completion of the
acquisition; effects relating to the announcement of the
acquisition or any further announcements or the consummation of the
acquisition on the market price of Kimco’s common stock or the
Company’s common shares; the possibility that, if Kimco does not
achieve the perceived benefits of the acquisition as rapidly or to
the extent anticipated by financial analysts or investors, the
market price of Kimco common stock could decline; general adverse
economic and local real estate conditions; the inability of major
tenants to continue paying their rent obligations due to
bankruptcy, insolvency or a general downturn in their business;
local real estate conditions; increases in interest rates; foreign
currency exchange rates; increases in operating costs and real
estate taxes; changes in the dividend policy for Kimco common stock
or preferred stock or Kimco’s ability to pay dividends; impairment
charges; unanticipated changes in the company’s intention or
ability to prepay certain debt prior to maturity and/or hold
certain securities until maturity; pandemics or other health
crises, such as coronavirus disease 2019 (COVID-19); and other
risks and uncertainties affecting Kimco and the Company, including
those described from time to time under the caption “Risk Factors”
and elsewhere in Kimco’s and the Company’s SEC filings and reports,
including Kimco’s Annual Report on Form 10-K for the year ended
December 31, 2020, the Company’s Annual Report on Form 10-K for the
year ended December 31, 2020, and subsequent filings and reports by
either company. Moreover, other risks and uncertainties of which
Kimco or the Company are not currently aware may also affect each
of the companies’ forward-looking statements and may cause actual
results and the timing of events to differ materially from those
anticipated. The forward-looking statements made in this
communication are made only as of the date hereof or as of the
dates indicated in the forward-looking statements, even if they are
subsequently made available by Kimco or the Company on their
respective websites or otherwise. Neither Kimco nor the Company
undertakes any obligation to update or supplement any
forward-looking statements to reflect actual results, new
information, future events, changes in its expectations or other
circumstances that exist after the date as of which the
forward-looking statements were made.
Important Additional Information and Where to Find It
In connection with the proposed merger, Kimco has filed with the
SEC a registration statement on Form S-4 to register the shares of
Kimco common stock to be issued in connection with the merger,
which was declared effective by the SEC on June 25, 2021. The
registration statement includes a joint proxy statement/prospectus
which was sent on or about June 29, 2021 to the common stockholders
of Kimco and the shareholders of the Company seeking their approval
of their respective transaction-related proposals. Kimco and the
Company also plan to file other documents with the SEC with respect
to the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT
PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT KIMCO, THE COMPANY AND THE
PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these
documents free of charge through the website maintained by the SEC
at www.sec.gov or from Kimco at its website, www.kimcorealty.com,
or from the Company at its website, www.weingarten.com. Documents
filed with the SEC by Kimco will be available free of charge by
accessing Kimco’s website at www.kimcorealty.com under the heading
Investors or, alternatively, by directing a request to Kimco at
IR@kimcorealty.com or 500 North Broadway Suite 201, Jericho, New
York 11753, telephone: (866) 831-4297, and documents filed with the
SEC by the Company will be available free of charge by accessing
the Company’s website at www.weingarten.com under the heading
Investors or, alternatively, by directing a request to the Company
at ir@weingarten.com or 2600 Citadel Plaza Drive, Houston, TX
77008, telephone: (800) 298-9974.
Participants in the Solicitation
Kimco and the Company and certain of their respective directors
and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies from the common stockholders of Kimco and the shareholders
of the Company in respect of the proposed transaction under the
rules of the SEC. Information about Kimco’s directors and executive
officers is available in Kimco’s proxy statement dated March 17,
2021 for its 2021 Annual Meeting of Stockholders. Information about
the Company’s directors and executive officers is available in the
Company’s proxy statement dated March 15, 2021 for its 2021 Annual
Meeting of Shareholders. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the joint proxy statement/prospectus and other
relevant materials filed with the SEC regarding the merger when
they become available. Investors should read the joint proxy
statement/prospectus carefully before making any voting or
investment decisions. You may obtain free copies of these documents
from Kimco or the Company using the sources indicated above.
No Offer or Solicitation
This communication shall not constitute 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.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
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version on businesswire.com: https://www.businesswire.com/news/home/20210715005855/en/
Michelle Wiggs, Phone: 713.866.6050
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