Aug. 8, 2013
PMC Commercial Trust
(NYSE MKT: PCC), ("PMC Commercial") today announced the expiration of the "go-shop" period under the previously announced merger agreement, dated as of
July 8, 2013
, among PMC Commercial, CIM Urban REIT, LLC and their respective merger subsidiaries.
Under the terms of the merger agreement, PMC Commercial had the right to solicit competing proposals from third parties during the 30-day period which ended at
11:59 p.m. (Eastern Standard Time)
August 6, 2013
(the "go-shop period"). During the go-shop period, representatives of PMC Commercial's financial advisor, Sandler O'Neill + Partners, L.P., contacted prospective strategic and financial bidders that were believed to be potentially interested in, and capable of, consummating an acquisition of all or part of PMC Commercial and its subsidiaries. During the go-shop period, 36 parties were contacted; one of such prospective bidders executed a nondisclosure agreement with PMC Commercial. Despite conducting an active and extensive solicitation process, PMC Commercial did not receive any alternative acquisition proposals from any prospective bidders during the go-shop period.
August 7, 2013
, PMC Commercial became subject to customary "no-shop" provisions that prohibit it from soliciting competing proposals from third parties and limit its ability to engage in discussions with third parties regarding competing proposals. The "no-shop" provisions are subject to ''fiduciary out'' provisions which allow PMC Commercial to provide non-public information to and participate in discussions with, third parties with respect to certain unsolicited written acquisition proposals and to terminate the merger agreement and enter into an alternative acquisition agreement with respect to a superior proposal in compliance with the terms of the merger agreement.
The merger and other transactions are subject to certain customary closing conditions, including the approval of PMC Commercial's shareholders and other third parties and consent of the SBA. The parties expect the transactions to be completed during the fourth quarter of 2013.