- the Class B-2 common stock will automatically convert into Class A common stock on April 5, 2013; and
- the Class B-3 common stock will automatically convert into Class A common stock on October 7, 2013.
Retail Properties of America, Inc. (NYSE: RPAI) has been notified of an unsolicited mini-tender offer by Lapis Investment Business Trust (“Lapis”) dated November 19, 2012, to purchase up to 75,000 shares of Class A, Class B-2 and Class B-3 common stock of RPAI for $8.50 per share. The offer expires on December 21, 2012. RPAI’s Board of Directors unanimously recommends that shareholders reject the mini-tender offer by Lapis. Lapis’s offer price for the Class A shares of common stock represents a discount of approximately 30% to the $12.20 closing price of the Class A common stock on November 16, 2012, the trading day prior to the commencement of Lapis’s mini-tender offer. RPAI Class A shares of common stock were listed on the NYSE on April 5, 2012. The terms of the Class B-2 common stock and Class B-3 common stock are identical in all respects to the Class A common stock, except that the two classes of Class B common stock are not listed on a national securities exchange; however, these shares will automatically convert to Class A common stock and be traded on the NYSE in accordance with the following schedule: