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Jan. 29, 2014 /PRNewswire/ --
PMC Commercial Trust (NYSE MKT: PCC), a real estate investment trust ("PMC Commercial"), together with CIM Urban REIT, LLC, announced today that they have entered into agreements with certain PMC Commercial shareholders to settle litigation related to their proposed merger.
Under the terms of the proposed merger, PMC Commercial's shareholders will receive a special dividend of
$5.50 per share and will remain PMC common shareholders following the closing of the transaction. Under the terms of a class and derivative settlement agreement, which remains subject to court approval and consummation of the proposed merger, CIM Service Provider, LLC ("CIM Manager"), a subsidiary of CIM Group, LLC controlled by CIM Group's three founders,
Avi Shemesh and
Shaul Kuba, has agreed to purchase up to 2.75 million shares of PMC Commercial at a market price of up to
$5.00 per share under a 10b5-1 trading plan. The plan generally will expire on the date that 2.75 million common shares of PMC Commercial have been purchased or
August 10, 2014, whichever is earlier.
As part of the settlements, the plaintiffs, who together with other named "reporting persons" collectively own approximately 12.7% of the outstanding PMC Commercial Trust shares, have agreed to vote all of their PMC Commercial shares in favor of each of the relevant proposals described in PMC Commercial's Proxy Statement/Prospectus filed with the SEC on
December 30, 2013.
CIM Manager is the entity that is contemplated to act as manager of PMC Commercial following the consummation of the merger.
Avi Shemesh and
Shaul Kuba, will also serve on the Board of Trust Managers of PMC Commercial following the consummation of the merger, with Mr. Ressler serving as Chairman.
Commenting on the settlements, Mr. Ressler stated, "We are pleased to be able to resolve this litigation in a way that demonstrates our belief in the value and prospects of the post-merger PMC Commercial, and in a way that provides a benefit to PMC Commercial's existing shareholders."