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BRE Properties Shareholders Approve Strategic Combination With Essex Property Trust, Inc.

Stocks in this article: BRE

BRE Properties (NYSE: BRE) today announced that at the special meeting of BRE Properties shareholders held today, shareholders of BRE have approved the merger, pursuant to the Merger Agreement, dated December 19, 2013 (the “Merger Agreement”), by and among BRE, Essex Property Trust, Inc. (“Essex”) and BEX Portfolio, Inc., a direct wholly owned subsidiary of Essex formerly known as Bronco Acquisition Sub, Inc. (“Merger Sub”), of BRE with and into Merger Sub. The transaction was unanimously approved by both companies’ Boards of Directors prior to signing the Merger Agreement.

Approximately 79.0% of the outstanding shares of BRE common stock voted with respect to the proposed merger and of those outstanding shares that voted, approximately 99.3% voted in favor of the merger.

Subject to the satisfaction or waiver of the remaining conditions to the closing of the merger set forth in the Merger Agreement, the proposed merger is expected to close on Tuesday, April 1, 2014. At the effective time of the merger, each share of BRE common stock will be converted into (i) 0.2971 shares of Essex common stock and (ii) $12.33 in cash, without interest, subject to adjustment, in the event of the payment of a special distribution to the shareholders of BRE of record as of the close of business on the last business day preceding the effective time of the merger. As previously announced, BRE’s Board of Directors declared a special distribution of $5.15 per share of BRE common stock payable to BRE shareholders of record as of the close of business on the last business day preceding the effective time of the merger (the “Special Dividend”). The Special Dividend is conditioned upon the closing of the sale of certain interests in assets of BRE to certain parties designated by Essex, which are expected to occur on the business day prior to the closing of the merger. Pursuant to the terms of the Merger Agreement, the amounts distributed as a Special Dividend will reduce the cash consideration payable by Essex in the merger. Assuming the Special Dividend of $5.15 is paid, then the cash consideration payable by Essex in the merger will be $7.18 in cash, without interest.

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