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Retail Properties Of America, Inc. Recommends Rejection Of Mini-Tender Offer By CMG Partners, LLC

Retail Properties of America, Inc. (NYSE: RPAI) has been notified of an unsolicited mini-tender offer by CMG Partners, LLC (“CMG”) dated December 17, 2012, to purchase up to 300,000 shares of Class A, Class B-2 and Class B-3 common stock of RPAI for $11.00, $9.50, and $8.50, respectively, per share. The offer expires on January 31, 2013. RPAI’s Board of Directors unanimously recommends that its shareholders reject the mini-tender offer by CMG.

CMG’s offer price for the Class A shares of common stock represents a discount of approximately 7.6% to the $11.91 closing price of the Class A common stock on December 14, 2012, the trading day prior to the commencement of CMG’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, the shares of Class B common stock may be transferred into a brokerage account at any time. The 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.

CMG and its offer are not affiliated with RPAI. 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 CMG’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 CMG’s offer.

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