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Equity Office prefers Blackstone bid

Equity Office Properties Trust, the largest publicly traded owner and manager of office properties in the United States, has amended its merger agreement with affiliates of The Blackstone Group to increase the consideration to $55.50 per share, resulting in a transaction valued at approximately $39 billion. The amendment was unanimously approved at a meeting of the board of Trustees of Equity Office. The meeting followed the board's receipt on February 4, 2007 of a non-binding letter from Vornado Realty Trust setting forth an alternative to its prior part-cash/part-stock offer at a stated value of $56 per share, and the board's receipt on February 5, 2007 of a proposed increased all-cash offer of $55.50 per share from Blackstone.

Equity Office recommends its common shareholders vote to approve the merger and the amended merger agreement with affiliates of The Blackstone Group. Equity Office said it was advised that the net present value of the stated $56 per share value offered in the Vornado letter is in the range of $54.81 to $55.07 per share. Moreover, while the alternative transaction proposed in the Vornado letter would still subject Equity Office to market and event risks over the four to six months, Blackstone's transaction, if approved by the shareholders, is scheduled to close on or about February 9, 2007. The termination fee of $500 million payable to Blackstone under certain circumstances has been increased to $720 million.



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