Monmouth Real Estate Investment Corporation (NYSE: MNR, “Monmouth”
or “the Company”) today announced that leading independent proxy
advisory firms Institutional Shareholder Services (“ISS”) and
Glass, Lewis & Co. (“Glass Lewis”) have recommended that
shareholders vote “
FOR” the previously announced
all-cash transaction with Industrial Logistics Properties Trust
(Nasdaq: ILPT, “ILPT”) at the Company’s upcoming Special Meeting of
Shareholders (the “Special Meeting”) scheduled for February 17,
2022.
“We are pleased that both ISS and Glass Lewis support our
Board’s unanimous recommendation that shareholders vote ‘FOR’ the
transaction with ILPT,” said Michael Landy, President and CEO of
Monmouth. “The recommendations from ISS and Glass Lewis validate
our belief that the proposed transaction maximizes value for
shareholders, delivering immediate and certain all-cash value at a
significant premium. The Monmouth Board, with the assistance of its
financial and legal advisors, completed a comprehensive review
process to thoroughly evaluate all strategic options available to
the Company. We remain confident that ILPT’s all-cash offer, which
was the highest bid Monmouth received, is the best available
outcome.”
Mr. Landy continued, “Over 50 years ago, Eugene Landy, our
Chairman and Founder, started this company and we are proud to have
built a compelling portfolio of assets. I thank our dedicated and
talented team for all the hard work throughout our journey to reach
this point.”
The Monmouth Board of Directors urges Monmouth
shareholders to follow ISS and Glass Lewis’s recommendations by
voting “FOR” the pending transaction with ILPT.
As previously announced, Monmouth and ILPT have entered into a
definitive merger agreement pursuant to which ILPT has agreed to
acquire Monmouth for $21.00 per common share (the “Transaction”),
which represents a 24% premium to the unaffected closing share
price of $16.99 on December 18, 2020 and a 36% premium to the
30-day volume weighted average unaffected trading share price of
$15.43 as of November 5, 2021.
The Transaction is expected to be completed before the end of
the month, subject to approval by Monmouth’s common shareholders
and the satisfaction of other customary closing conditions.
EVERY VOTE IS IMPORTANT!MONMOUTH
SHAREHOLDERS ARE URGED TO VOTE “FOR” THE TRANSACTION
WITH INDUSTRIAL LOGISTICS PROPERTIES TRUST
TODAY!If you have any questions
about the Special Meeting or need assistance voting your shares,
please contact the Company’s proxy solicitor:Mackenzie
Partners, Inc.1407 Broadway, 27th FloorNew York, New York
10018Email: MNR-MPI@mackenziepartners.comToll-Free: (800)
322-2885 |
About MonmouthMonmouth Real Estate Investment
Corporation, founded in 1968, is one of the oldest public equity
REITs in the world. We specialize in single tenant, net-leased
industrial properties, subject to long-term leases, primarily to
investment-grade tenants. Monmouth Real Estate is a fully
integrated and self-managed real estate company, whose property
portfolio consists of 124 properties, containing a total of
approximately 25.7 million rentable square feet, geographically
diversified across 32 states. In addition, the Company’s
acquisition pipeline contains two built-to-suit properties under
contract representing an additional 563,000 rentable square
feet.
Additional Information and Where to Find ItIn
connection with the Special Meeting, Monmouth filed a definitive
proxy statement on Schedule 14A (the “Definitive Proxy Statement”)
with the SEC on December 21, 2021 and commenced mailing of the
Definitive Proxy Statement to the common shareholders of Monmouth.
Monmouth may also file other relevant documents with the SEC
regarding the Transaction. This communication is not a substitute
for the Definitive Proxy Statement or any other document that
Monmouth has filed or may file with the SEC. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE
SEC OR OTHERWISE BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT MONMOUTH, ILPT, AND THE TRANSACTION.
Investors and security holders are able to obtain free copies of
the Definitive Proxy Statement and other documents filed with the
SEC by Monmouth (in the case of such other documents, when they
become available) through the website maintained by the SEC at
www.sec.gov. In addition, investors and security holders are able
to obtain free copies of the Definitive Proxy Statement and other
documents filed with the SEC (in the case of such other documents,
when they become available) on Monmouth’s website at
www.mreic.reit.
Participants in the SolicitationMonmouth and
certain of its directors and executive officers and other employees
may be deemed to be participants in a solicitation of proxies from
Monmouth’s shareholders under the rules of the SEC. Investors may
obtain information regarding the names, affiliations and interests
of directors and executive officers of Monmouth in Monmouth’s
definitive proxy statement on Schedule 14A for its 2021 annual
meeting of shareholders, which was filed with the SEC on November
15, 2021. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
Definitive Proxy Statement and other relevant materials to be filed
with the SEC in respect of the Transaction.
Forward-Looking StatementsSome of the
statements contained in this communication constitute
forward-looking statements within the meaning of the federal
securities laws, including, but not limited to, statements
regarding consummating the Transaction. Any forward-looking
statements contained in this communication are intended to be made
pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements relate to expectations, beliefs, projections, future
plans and strategies, anticipated events or trends and similar
expressions concerning matters that are not historical facts. In
some cases, you can identify forward-looking statements by the use
of forward-looking terminology such as “may,” “will,” “should,”
“expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential,” or the negative of these
words and phrases or similar words or phrases which are predictions
of or indicate future events or trends and which do not relate
solely to historical matters. You can also identify forward-looking
statements by discussions of strategy, plans or intentions.
The forward-looking statements contained in this communication
reflect Monmouth’s current views about future events and are
subject to numerous known and unknown risks, uncertainties,
assumptions and changes in circumstances that may cause actual
results to differ significantly from those expressed in any
forward-looking statement, including, without limitation, (i)
inability to complete the Transaction because, among other reasons,
one or more conditions to the closing of the Transaction may not be
satisfied or waived; (ii) uncertainty as to the timing of
completion of the Transaction; (iii) potential adverse effects or
changes to relationships with tenants, employees, service providers
or other parties resulting from the announcement or completion of
the Transaction; (iv) possible disruptions from the Transaction
that could harm Monmouth’s business, including current plans and
operations; (v) unexpected costs, charges or expenses resulting
from the Transaction; (vi) legislative, regulatory and economic
developments; and (vii) unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism, outbreak of war or hostilities and epidemics and
pandemics, including COVID-19, as well as management’s response to
any of the aforementioned factors. Monmouth does not guarantee that
the Transaction and events described will happen as described (or
that they will happen at all). For a further discussion of other
factors that could cause Monmouth’s future results to differ
materially from any forward-looking statements, see the section
entitled “Risk Factors” in Monmouth’s most recent Annual Report on
Form 10-K and in its Quarterly Reports on Form 10-Q for subsequent
quarters and the section entitled “Cautionary Statement Regarding
Forward-Looking Statements” in Monmouth’s Definitive Proxy
Statement.
While forward-looking statements reflect Monmouth’s good faith
beliefs, they are not guarantees of future performance. Except to
the extent required by law, Monmouth disclaims any obligation to
publicly update or revise any forward-looking statement to reflect
changes in underlying assumptions or factors, of new information,
data or methods, future events or other changes.
Contacts:Investors Becky
Coleridge (732) 577-9996 mreic@mreic.com
Additional Investor ContactMacKenzie Partners, Inc.Bob Marese,
Dan Burch or Kevin White(212)
929-5500MNR-MPI@mackenziepartners.com
Media Andrew Siegel / Amy FengJoele Frank (212)
355-4449
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