Retail Properties of America, Inc. (NYSE: RPAI) has been notified of an unsolicited mini-tender offer by Lapis Investment Business Trust (“Lapis”) dated November 19, 2012, to purchase up to 75,000 shares of Class A, Class B-2 and Class B-3 common stock of RPAI for $8.50 per share. The offer expires on December 21, 2012. RPAI’s Board of Directors unanimously recommends that shareholders reject the mini-tender offer by Lapis.
Lapis’s offer price for the Class A shares of common stock represents a discount of approximately 30% to the $12.20 closing price of the Class A common stock on November 16, 2012, the trading day prior to the commencement of Lapis’s mini-tender offer.
RPAI Class A shares of common stock were listed on the NYSE on April 5, 2012. The terms of the Class B-2 common stock and Class B-3 common stock are identical in all respects to the Class A common stock, except that the two classes of Class B common stock are not listed on a national securities exchange; however, these shares will automatically convert to Class A common stock and be traded on the NYSE in accordance with the following schedule:
- the Class B-2 common stock will automatically convert into Class A common stock on April 5, 2013; and
- the Class B-3 common stock will automatically convert into Class A common stock on October 7, 2013.
Lapis and its offer are not affiliated with RPAI. RPAI’s Board of Directors has unanimously determined that the offer is not in the best interests of the stockholders. Although each stockholder has his or her individual liquidity needs and must evaluate the offer accordingly, the Board of Directors does not recommend or endorse Lapis’s mini-tender offer and suggests that stockholders reject the offer and not tender their shares pursuant to the offer. RPAI strongly recommends investors obtain current market quotes for their shares of common stock, carefully review the conditions of the offer, consult with their broker or financial advisor and exercise caution with respect to Lapis’s offer.
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