CHICAGO--(BUSINESS WIRE)--Feb. 7, 2007--Equity Office Properties
Trust (NYSE: EOP) announced that the common shareholders of Equity
Office have approved the merger and merger agreement with affiliates
of The Blackstone Group at a special meeting held today, Wednesday,
February 7, 2007. Over 92% of the total shares that voted were in
favor of the transaction. Subject to satisfaction of all other closing
conditions, Equity Office expects the merger to be completed on or
about February 9, 2007.
Under the terms of the merger agreement, following consummation of
the merger, Equity Office's common shareholders will be entitled to
receive $55.50 in cash, without interest, for each common share of
beneficial interest of Equity Office that they own immediately prior
to the effective time of the merger. In exchange for each share issued
and outstanding immediately prior to the effective time of the merger,
holders of Equity Office's 5.25% Series B Convertible, Cumulative
Preferred Shares and 7.75% Series G Cumulative Redeemable Preferred
Shares will be entitled to receive one of the 5.25% Series B
Convertible, Cumulative Preferred Shares and one of the 7.75% Series G
Cumulative Redeemable Preferred Shares of the surviving entity of the
merger, respectively, with substantially similar terms as the Equity
Office preferred shares.
As promptly as practicable after the completion of the merger, the
surviving entity in the merger will be liquidated into Blackhawk
Parent LLC, an affiliate of The Blackstone Group. In the liquidation,
each holder of a share of the 5.25% Series B Cumulative Preferred
Stock will be entitled to receive $50.00 per share in cash plus any
then accumulated but unpaid dividends, and each holder of a share of
the 7.75% Series G Cumulative Redeemable Preferred Stock will be
entitled to receive $25.00 per share in cash plus any then accumulated
but unpaid dividends. In addition, in connection with the merger of
Equity Office's operating partnership, its limited partners will be
entitled to receive $55.50 in cash, without interest, for each unit of
partnership that they own in the partnership, or in lieu of such cash
consideration, qualified limited partners that properly elected to do
so will be entitled to receive newly issued 6% Class H preferred units
in the surviving partnership on a one-for-one basis.
About Equity Office Properties Trust
Equity Office is the largest publicly traded owner and manager of
office properties in the United States by building square footage. At
December 31, 2006, Equity Office had a national office portfolio
comprised of whole or partial interests in 543 office buildings
comprising 103.1 million square feet in 16 states and the District of
Columbia. As of that date, Equity Office owned buildings in 24 markets
and in 98 submarkets, enabling it to provide premium office space for
a wide range of local, regional and national customers.
EOP Operating Limited Partnership is a Delaware limited
partnership through which Equity Office conducts substantially all of
its business and owns, either directly or indirectly through
subsidiaries, substantially all of its assets.
Forward Looking Statements
This press release contains certain forward-looking statements
based on current expectations of Equity Office management. Those
forward-looking statements include all statements other than those
made solely with respect to historical fact. Numerous risks,
uncertainties and other factors may cause actual results, performance
or transactions of Equity Office and its subsidiaries to differ
materially from those expressed in any forward-looking statements.
Other factors include, but are not limited to: (1) the failure to
satisfy the conditions to completion of the proposed mergers with
affiliates of The Blackstone Group; (2) the failure to obtain the
necessary financing arrangements set forth in the commitment letters
received by Blackhawk Parent LLC (an affiliate of The Blackstone
Group) in connection with the proposed mergers and the actual terms of
such financings; (3) the failure of the proposed mergers to close for
any other reason; (4) the occurrence of any effect, event, development
or change that could give rise to the termination of the merger
agreement; (5) the outcome of the legal proceedings that have been, or
may be, instituted against Equity Office and others following the
announcement of the proposed mergers; (6) the risks that the proposed
transactions disrupt current plans and operations including potential
difficulties in employee retention; (7) the amount of the costs, fees,
expenses and charges related to the proposed mergers; (8) the
substantial indebtedness that will need to be incurred to finance
consummation of the proposed mergers and related transactions,
including the tender offers and consent solicitations; (9) other
refinancings of Equity Office and its subsidiaries; and (10) other
risks that are set forth in the "Risk Factors," "Legal Proceedings"
and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" sections of Equity Office's and EOP Operating
Limited Partnership's filings with the SEC. Many of the factors that
will determine the outcome of the subject matter of this press release
are beyond Equity Office's ability to control or predict. Equity
Office undertakes no obligation to revise or update any
forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events or
otherwise.
Additional Information About the Merger and Where to Find It
In connection with proposed merger transactions involving Equity
Office and EOP Operating Limited Partnership and affiliates of The
Blackstone Group, Equity Office filed a definitive proxy statement and
proxy statement supplements with the SEC. SHAREHOLDERS ARE URGED TO
READ CAREFULLY THE PROXY STATEMENT AND PROXY STATEMENT SUPPLEMENTS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER
TRANSACTIONS. Shareholders can obtain the proxy statement, the proxy
statement supplements and all other relevant documents filed by Equity
Office with the SEC free of charge at the SEC's website at www.sec.gov
or from Equity Office Properties Trust, Investor Relations at Two
North Riverside Plaza, Suite 2100, Chicago, Illinois, 60606, (800)
692-5304 or at www.equityoffice.com. The contents of the Equity Office
website are not made part of this press release.
Participants in the Solicitation
Equity Office and its trustees and officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in respect to the proposed merger
transactions. Information about Equity Office and its trustees and
executive officers, and their ownership of Equity Office's securities,
is set forth in the definitive proxy statement and proxy statement
supplements relating to the proposed merger transactions described
above.
CONTACT: Equity Office
Beth Coronelli (Investors/Analysts), 312-466-3286
or
Terry Holt (Media), 312-466-3102
SOURCE: Equity Office Properties Trust