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Regency Centers Corporation (NYSE:REG) (“Regency” or “the Company”) announced today that it has offered to acquire AmREIT, Inc. (NYSE:AMRE) (“AmREIT”) for $22 per share, payable in cash and/or stock. Regency’s proposal, which follows previous efforts to obtain the information that would be necessary to proceed with a potential transaction, was reflected in a letter to H. Kerr Taylor, AmREIT’s chairman and CEO, the text of which is set out below.
Regency’s offer represents a 20% premium based on the average closing price of AmREIT’s common stock over the last 30 days, and also exceeds AmREIT’s all-time high stock price by more than $2 share.
Regency believes this offer is particularly compelling to AmREIT’s investors in light of the structural obstacles their company faces on account of its relatively small size in relation to other public REITs—namely, more limited and costly access to capital and a more pronounced exposure to market and project concentration risk.
The benefits of this transaction include, among other things, an opportunity to leverage the synergies created by the combination of AmREIT’s assets with the Regency portfolio to grow same-property NOI, a strong balance sheet that would offer readily available capital for growth, and a strong platform from which to realize additional value through development and densification. Regency also anticipates that key AmREIT team members could play an important role in connection with continuing the development of the densification opportunities in AmREIT’s portfolio and in the management of Regency’s Texas shopping center portfolio, which would increase substantially in size through the combination.
“We are making this letter public because we feel that the potential benefits of a combination are just too great to ignore,” said Hap Stein, Regency’s Chairman and Chief Executive Officer. “We believe that there is a strong strategic, financial and operational rationale for the combination of Regency and AmREIT. We are confident that this transaction is in the best interests of both companies’ shareholders and have a great interest in moving forward toward the negotiation of final terms and documentation. Importantly, we are willing to offer either cash or stock consideration, or a combination of the two, such that AmREIT shareholders could receive immediate and certain value for their shares and/or the opportunity to participate in the combined company’s upside potential. In addition, we are willing to consider improving our offer if the company information we have asked to review demonstrates additional value, particularly in relation to AmREIT’s pending and prospective densification projects.”