ISS Recommends Chambers Street Properties Shareholders Vote 'FOR' the Merger with Gramercy Property Trust

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Chambers Street Properties
CSG
("Chambers Street" or the "Company") announced today that Institutional Shareholder Services ("ISS"), a leading independent proxy advisory firm, has issued a report recommending that Chambers Street shareholders vote ‘FOR' the proposal to approve the issuance of the Company's common shares ("Merger Proposal") in connection with the pending merger transaction with Gramercy Property Trust Inc. ("Gramercy"). Additionally, ISS recommends shareholders vote ‘FOR' the four proposals in connection with Chambers Street's annual matters. ISS stated in their December 1, 2015 report: "The transaction is expected to be accretive to 2016 FFO and Chambers' shareholders appear to be receiving a fair ownership percentage given the expected contribution to the combined company's 2016 FFO. Also, the combined company is expected to benefit from the appointment of CEO DuGan who has a strong track record in the commercial REIT sector. On balance, a vote FOR the acquisition is warranted." In a statement from Chambers Street: "We are pleased that ISS supports the merger transaction between Chambers Street and Gramercy and recommends that shareholders vote in favor of the Merger Proposal. By bringing together these two complementary portfolios under the strong leadership of the Gramercy management team, we believe we are creating a better organization and are confident in the combined company's future prospects." Under the terms of the merger agreement, Gramercy common stockholders will receive 3.1898 shares of Chambers Street for each share of Gramercy common stock they own. Upon closing, Chambers Street shareholders will own approximately 56% of the combined company and Gramercy stockholders will own approximately 44% of the combined company. The stock-for-stock transaction is expected to be tax-free to shareholders. An Annual Meeting of Shareholders ("Annual Meeting") has been set for Tuesday, December 15, 2015 to vote on the Merger Proposal, as well as four annual meeting proposals. Chambers Street shareholders of record as of the close of business on October 8, 2015 are entitled to notice of, and to vote at, the Annual Meeting. The transaction, which is subject to approval by the Chambers Street shareholders and the Gramercy stockholders, as well as customary closing conditions, is expected to close on December 17, 2015. Chambers Street's Board of Trustees recommends that shareholders vote FOR the Merger Proposal. Shareholders are encouraged to read the Company's definitive proxy materials as they provide, among other things, a detailed background of the process that led to the merger agreement with Gramercy and the reasons behind the Board of Trustees' unanimous recommendation that shareholders vote FOR the Merger Proposal. Each Chambers Street shareholder vote is very important, regardless of the number of shares owned. The combination of Chambers Street and Gramercy cannot be completed without the approval of both Chambers Street shareholders and Gramercy common stockholders. Shareholders should take the time to vote their shares today so their shares may be represented at Chambers Street's Annual Meeting. Shareholders may vote by telephone at 800-690-6903, by internet at www.proxyvote.com or by signing, dating, and returning their proxy card in the postage-paid envelope provided to: Vote Processing c/o Broadridge Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717. Permission to use quotations from the ISS report in this press release was neither sought nor obtained.
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