LOS ANGELES--(BUSINESS WIRE)--April 28, 2008--The Special
Committee of independent directors of the Board of Directors of
Maguire Properties, Inc. (NYSE: MPG), a Southern California-focused
real estate investment trust, announced today that it had received
from Robert F. Maguire III, its Chairman and Chief Executive Officer,
an expression of interest in pursuing a plan involving multiple
transactions including (a) the disposition, in several separate but
inter-conditional transactions by Maguire with different parties of
substantially all of its non-Orange County assets; (b) a special cash
distribution to Maguire shareholders principally funded from the net
proceeds of such dispositions; (c) a cash tender offer by Mr. Maguire
for approximately 75% of the Company at a price presented as giving
effect to the asset dispositions and special distribution; and, (d)
retention by Maguire shareholders of a "stub interest" in Maguire. The
agreement would require approval by two thirds of the Company's
outstanding stock.
The expression of interest is subject to numerous, substantial
contingencies and questions regarding the prospect of Mr. Maguire's
plan being initiated or consummated, which, in the view of the Special
Committee of independent directors, makes the expression of interest
not currently actionable for consideration by the Special Committee,
including assessing the adequacy of the nominal value for shareholders
ascribed to the plan and the realistic prospect and timing of the
value of the plan ultimately being delivered to shareholders.
Mr. Maguire has ascribed a nominal value of $21 per share,
consisting of an approximately $18.18 per share special cash
distribution by the Company, a cash tender by Mr. Maguire of $2.82 per
share for approximately 75% of the Company's outstanding common stock
($2.23 per share on a pro rata basis) and $0.59 per share in
attributed value of the retained common equity.
The Special Committee intends to permit Mr. Maguire and the
parties working with him to pursue the effort of firming up the
expression of interest to a point which would justify assigning
significant internal and external resources to engage with Mr. Maguire
regarding his expression of interest.
The Special Committee noted that it is continuing its effort to
bring its strategic alternative review process to a conclusion, as
previously stated. The Special Committee will consider Mr. Maguire's
expression of interest, in whatever state it is in at the time, in
connection with finalizing its strategic alternative review and
bringing its recommendations to the Board.
About Maguire Properties, Inc.
Maguire Properties, Inc. is the largest owner and operator of
Class A office properties in the Los Angeles central business district
and is primarily focused on owning and operating high-quality office
properties in the Southern California market. Maguire Properties, Inc.
is a full-service real estate company with substantial in-house
expertise and resources in property management, marketing, leasing,
acquisitions, development and financing. For more information on
Maguire Properties, visit the Company's website at
www.maguireproperties.com.
Business Risks
This press release contains forward-looking statements based on
current expectations, forecasts and assumptions that involve risks and
uncertainties that could cause actual outcomes and results to differ
materially. These risks and uncertainties include general risks
affecting the real estate industry (including, without limitation, the
inability to enter into or renew leases, dependence on tenants'
financial condition, and competition from other developers, owners and
operators of real estate); risks associated with the availability and
terms of financing and the use of debt to fund acquisitions and
developments; failure to manage effectively the Company's growth and
expansion into new markets to complete acquisitions or to integrate
acquisitions successfully; risks and uncertainties affecting property
development and construction; risks associated with downturns in the
national and local economies, increases in interest rates, and
volatility in the securities markets; potential liability for
uninsured losses and environmental contamination; risks associated
with joint ventures; risks associated with our company's potential
failure to qualify as a REIT under the Internal Revenue Code of 1986,
as amended and possible adverse changes in tax and environmental laws;
and risks associated with the Company's dependence on key personnel
whose continued service is not guaranteed. For a further list and
description of such risks and uncertainties, see the reports filed by
the Company with the Securities and Exchange Commission. The Company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
CONTACT: Investor Relations:
Maguire Properties
Peggy Moretti, 213-613-4558
Senior Vice President, Investor and Public Relations
or
Media Inquiries:
Financial Dynamics
Leigh Parrish, 212-850-5651
SOURCE: Maguire Properties, Inc.