Piedmont Recommends Rejection Of Below Market Tender Offer By Tender Investors, LLC
- Shares of Class A common stock which are freely tradable on the NYSE closed at $17.17 on August 13, 2010
- Shares of Class B-3 common stock will convert into Class A common stock and become freely tradable in January 2011 — the tender offer price for such Class B-3 shares is $14
ATLANTA, Aug. 16, 2010 (GLOBE NEWSWIRE) -- Piedmont Office Realty Trust, Inc. ("Piedmont") (NYSE:PDM) has been notified of an unsolicited tender offer by Series C (PDM B-3) of Tender Investors, LLC ("Tender Investors") to purchase up to 2,100,000 shares of the Class B-3 common stock of Piedmont at a price of $14 per share. Piedmont is not in any way affiliated with Tender Investors, and believes this offer is not in the best interests of its stockholders. The Board of Directors of Piedmont has carefully evaluated the terms of Tender Investors' offer and unanimously recommends that stockholders reject Tender Investors' offer and not tender their shares.
Piedmont has filed with the Securities and Exchange Commission ("SEC") a Schedule 14D-9 providing a detailed response to Tender Investors' offer. Piedmont encourages stockholders to read the Schedule 14D-9 before making a decision regarding the offer. Stockholders may review and obtain copies of the Schedule 14D-9 and all amendments thereto free of charge at the SEC's website at http://www.sec.gov and at Piedmont's website at http://investor.piedmontreit.com.
Please review the Schedule 14D-9 for a complete discussion of the reasons why Piedmont believes the offer is not in the best interests of its stockholders. Some of these reasons are as follows:
- the fact that the offer price for the Class B-3 common stock represents an 18.5% discount to the current trading price of the Class A common stock on the New York Stock Exchange ("NYSE") ($17.17 per share on August 13, 2010) and the Class B-3 common stock will convert into shares of Class A common stock and will become freely tradable on January 30, 2011;
- Piedmont believes that, given the timing of the offer and the offer price, the offer represents an opportunistic attempt to purchase at a price that is significantly less than Piedmont's current Class A common stock price and, as a result, deprive its stockholders who tender shares in the offer of the potential opportunity to realize the full long-term value of their investment in Piedmont;
- the fact that (1) the offer is conditioned upon Tender Investors obtaining financing to purchase the shares tendered in the offer, (2) Tender Investors has commitments from its members to finance the purchase of only approximately 20% of the shares sought in the Offer (the "Initial Shares") and (3) if Tender Investors is unable to obtain sufficient additional financing, or if its members default on all or a portion of their commitments, Tender Investors may not be able to pay the offer price for all or a portion of the shares sought in the offer; in addition, Tender Investors has explicitly acknowledged that "Should either the members default on their binding commitments to fund the purchase of the Initial Shares or the Purchaser be unable to obtain additional investments to fund the entire purchase price, Purchaser has no alternative financing plan"; and
- the fact that Tender Investors will reduce the offer price by ordinary dividends paid by Piedmont and stockholders who tender shares in the offer will not receive the third quarter $0.315 per common share dividend declared August 10, 2010 by the Board of Directors and payable to shareholders of record on September 15, 2010.
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