- Shares of Class A common stock which are freely tradable on the NYSE closed at $19.59 on April 27, 2010 — the tender offer price is $17 for such shares
- Shares of Class B common stock will convert into Class A common stock and become freely tradable beginning in August 2010 — the tender offer prices for such Class B shares are $14, $13 and $12
- Piedmont believes that, the $17 offer price for the Class A common stock is a below market offer for the Class A common stock, which currently trades on the NYSE and which closed at $19.59 on April 27, 2010;
- the fact that the Class B common stock will convert into shares of Class A common stock and will become freely tradable with respect to 1/3 of the Class B common stock on each of August 9, 2010, November 7, 2010 and January 30, 2011, and while there can be no assurance as to the future values of such Class B common stock, if such common stock were to trade at the current values of the Class A common stock, the Offer Prices for such Class B common stock represent significant discounts;
- the fact that the offer prices for the Class B common stock represent a 28.5%, 33.6% and 38.7% discount to the current trading price of the Class A common stock, respectively;
- Piedmont believes that, given the timing of the offer and the offer price, the offer represents an opportunistic attempt to purchase at a price that is significantly less than Piedmont's current stock price and, as a result, deprive its stockholders who tender shares in the offer of the potential opportunity to realize the full long-term value of their investment in Piedmont; and
- the fact that MPF has expressly reserved the discretion to amend the offer to reduce the offer price by the amount of ordinary dividends declared or paid by Piedmont (provided that, to the extent necessary, the expiration date is extended so that the offer remains open at least ten business days following any such amendment). Therefore, MPF may elect to amend the offer so that stockholders who tender shares in the offer may not receive any second quarter 2010 dividend declared by the Board of Directors.
Stockholders with questions about this tender offer or other matters should contact an investor services representative at 800-557-4830 or via e-mail at investor.services@PiedmontReit.com.The Piedmont Office Realty Trust logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5769 Disclosures This press release may contain forward-looking statements about Piedmont. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," or other similar words. Readers of this press release should be aware that there are various factors, many of which are beyond the control of Piedmont, that could cause actual results to differ materially from any forward-looking statements made in this press release, which include changes in general economic conditions, changes in real estate conditions, the potential need to fund capital expenditures out of operating cash flow, and lack of availability of financing or capital proceeds. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Piedmont does not make any representations or warranties (expressed or implied) about the accuracy of any such forward-looking statements. Piedmont urges you to read carefully Item 8 of the Schedule 14D-9 filed with the SEC for a discussion of additional risks that could cause actual results to differ from any forward-looking statements made in this correspondence.
CONTACT: Piedmont Office Realty Trust 800-557-4830 investor.services@PiedmontReit.com