Prime Group Realty Trust (OTC PINK: PMGEP) (the “Company”) announced today that the Company’s common and Series B preferred shareholders approved the merger of the Company (the “Merger”) with an affiliate of Five Mile Capital Partners LLC (“Five Mile”), a Connecticut-based alternative investment and asset management company at a special meeting held in Chicago. Under Maryland law and the Company’s charter, the affirmative vote of the holders of a majority of the Company’s 6,250,000 outstanding common shares and at least 2/3rds of the Company’s 4,000,000 outstanding Series B preferred shares were required to approve the Merger. (Five Mile holds 100% of the Company’s outstanding common shares and 65.41% of the Series B preferred shares.) At today’s special meeting, the Merger received the requisite votes required for approval: All of the common shares of the Company, consisting of 6,250,000 common shares, voted in favor of the Merger, and the vote of the Series B preferred shares was 2,955,285 preferred shares in favor of the Merger (including all shares owned by Five Mile), 90,608 preferred shares against the Merger, and 600 abstentions. Accordingly, the Merger was approved by 97% of the Series B preferred shares voting at the meeting and 74% of the total number of issued and outstanding Series B preferred shares.
As previously announced, on November 21, 2012, Ms. Patricia Fox (the “plaintiff”) filed a putative class action lawsuit in the United States District Court for the Northern District of Illinois against the Company, the Company’s trustees and Five Mile and various of its affiliates. Plaintiff seeks declaratory and injunctive relief, including enjoining the completion of the proposed Merger. The Company believes that the allegations contained in the complaint are without merit and is defending the action vigorously. The Company and Five Mile will delay the closing of the Merger until the earlier of December 13, 2012 or the resolution of plaintiff’s motion for a preliminary injunction.