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Piedmont Recommends Rejection Of Below Market Tender Offer By MacKenzie Patterson Fuller, LP

  • Shares of Class A common stock which are freely tradable on the NYSE closed at $17.17 on August 13, 2010 — the tender offer price is $14.50 for such shares
  • Shares of Class B common stock will convert into Class A common stock and become freely tradable beginning November 2010 — the tender offer price for such Class B shares is $14.50

ATLANTA, Aug. 16, 2010 (GLOBE NEWSWIRE) -- Piedmont Office Realty Trust, Inc. ("Piedmont") (NYSE:PDM) has been notified of an unsolicited tender offer by MacKenzie Patterson Fuller, LP ("MPF") to purchase up to 2,000,000, 30,000 and 60,000 shares, respectively, of the Class B-3, Class B-2 and Class A common stock of Piedmont at a price of $14.50 per share. Piedmont is not in any way affiliated with MPF, 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 MPF's offer and unanimously recommends that stockholders reject MPF's 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 MPF's 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:

  • Piedmont believes that, the $14.50 offer price for the Class A common stock is a below market offer for the Class A common stock, which currently trades on the NYSE and which closed at $17.17 on August 13, 2010;
  • the fact that the offer price for the Class B common stock represents a 15.6% discount to the current trading price of the Class A common stock and the Class B common stock will convert into shares of Class A common stock and will become freely tradable with respect to the Class B-2 common stock on November 7, 2010 and with respect to the Class B-3 common stock 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; and
  • the fact that MPF will reduce the offer price by the amount of ordinary dividends declared or 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.

On February 10, 2010, Piedmont's Class A common stock began trading on the NYSE. Subject to the provisions of Piedmont's charter, shares of Piedmont's Class B-1, B-2 and B-3 common stock have converted or will convert automatically into shares of Piedmont's Class A common stock on a one-for-one basis on August 9, 2010, November 7, 2010 and January 30, 2011, respectively. Piedmont expects that, upon conversion, the shares will become tradable on the NYSE.

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