- Solidifies Position as the Preeminent
National Open-Air, Grocery-Anchored REIT -
Kimco Realty Corp. (NYSE: KIM), one of North America’s largest
publicly traded owners and operators of open-air, grocery-anchored
shopping centers and mixed-use assets, and Weingarten Realty
Investors (NYSE: WRI), a grocery-anchored Sun Belt shopping center
owner, manager and developer, today announced the completion of
their previously announced merger, whereby Weingarten Realty
Investors merged with and into Kimco Realty Corp., with Kimco
continuing as the surviving public company. The transaction brings
together two industry-leading retail real estate platforms with
highly complementary portfolios, creating the preeminent open-air,
grocery-anchored shopping center and mixed-use real estate owner in
the country. The increased scale in targeted growth markets,
coupled with a broader pipeline of redevelopment opportunities,
positions the company to create significant value for its
stockholders.
“We are pleased to announce the successful completion of our
merger with Weingarten,” stated Conor Flynn, Chief Executive
Officer of Kimco. “This strategic combination, designed to drive
long-term growth and value creation, results in an expanded and
more diversified portfolio with embedded growth opportunities while
further strengthening our financial profile. We look forward to the
rapid integration of our platforms across our key Sun Belt markets,
the realization of significant economies of scale, and the
extraordinary potential of untapped redevelopment
opportunities.”
As a result of this transaction, Kimco anticipates it will incur
merger-related costs in the range of $50 million to $60 million, or
an impact of approximately $(0.09) to $(0.11) per diluted share on
Net Income and Funds From Operations (FFO) available to common
shareholders during the third quarter. The company will provide an
update to its full year 2021 outlook to incorporate the impact of
the merger, including the merger-related costs, on Net Income and
FFO when it reports third quarter earnings.
The completion of the transaction follows the satisfaction of
all conditions to the closing of the merger, including receipt of
approvals of the merger by Kimco stockholders and Weingarten
shareholders. Pursuant to the terms of the definitive merger
agreement entered into by and between Kimco and Weingarten on April
15, 2021, Weingarten shareholders are entitled to receive 1.408
newly issued shares of Kimco common stock plus $2.20 in cash, after
adjustment for the Weingarten special dividend of $0.69 per
Weingarten common share paid on August 2, for each Weingarten
common share that they owned immediately prior to the effective
time of the merger. The common stock of the combined company will
trade under the symbol “KIM” on the NYSE, and Weingarten’s common
shares will be suspended from trading on the NYSE effective as of
the opening of trading on August 4, 2021.
Barclays and Lazard acted as financial advisors and Wachtell,
Lipton, Rosen & Katz acted as legal advisor to Kimco in
connection with the merger. J.P. Morgan acted as exclusive
financial advisor and Dentons acted as legal advisor to
Weingarten.
About Kimco Kimco Realty
Corp. (NYSE:KIM) is a real estate investment trust (REIT)
headquartered in Jericho, N.Y. that is North America’s largest
publicly traded owner and operator of open-air, grocery-anchored
shopping centers and mixed-use assets. The company’s portfolio is
primarily concentrated in the first-ring suburbs of the top major
metropolitan markets, including those in high barrier-to-entry
coastal markets and rapidly expanding Sun Belt cities, with a
tenant mix focused on essential, necessity-based goods and services
that drive multiple shopping trips per week. Kimco is also
committed to leadership in environmental, social and governance
(ESG) issues and is a recognized industry leader in these areas.
Publicly traded on the NYSE since 1991, and included in the S&P
500 Index, the company has specialized in shopping center
ownership, management, acquisitions, and value enhancing
redevelopment activities for more than 60 years. As of June 30,
2021, the company owned interests in 398 U.S. shopping centers and
mixed-use assets comprising 70 million square feet of gross
leasable space. For further information, please visit
www.kimcorealty.com.
The company announces material information to its investors
using the company’s investor relations website
(investors.kimcorealty.com), SEC filings, press releases, public
conference calls, and webcasts. The company also uses social media
to communicate with its investors and the public, and the
information the company posts on social media may be deemed
material information. Therefore, the company encourages investors,
the media, and others interested in the company to review the
information that it posts on the social media channels, including
Facebook (www.facebook.com/KimcoRealty), Twitter
(www.twitter.com/kimcorealty), YouTube
(www.youtube.com/kimcorealty) and LinkedIn
(www.linkedin.com/company/kimco-realty-corporation). The list of
social media channels that the company uses may be updated on its
investor relations website from time to time.
Safe Harbor Statement This
communication contains certain “forward-looking” statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Kimco Realty Corporation (“KIM”) intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and includes this
statement for purposes of complying with the safe harbor
provisions. Words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may,”
“projects,” “could,” “estimates” or variations of such words and
other similar expressions are intended to identify such
forward-looking statements, which generally are not historical in
nature, but not all forward-looking statements include such
identifying words. Actual results and the timing of events could
differ materially from those anticipated in such forward-looking
statements as a result of risks and uncertainties, which include,
without limitation, risks and uncertainties associated with:
failure to realize the expected benefits of the merger; significant
transaction costs and/or unknown or inestimable liabilities related
to the merger; the risk of shareholder litigation in connection
with the merger; the risk that WRI’s business will not be
integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected; risks related to
future opportunities and plans for the combined company, including
the uncertainty of expected future financial performance and
results of the combined company; the possibility that, if KIM does
not achieve the perceived benefits of the merger as rapidly or to
the extent anticipated by financial analysts or investors, the
market price of KIM’s common stock could decline; general adverse
economic and local real estate conditions; the inability of major
tenants to continue paying their rent obligations due to
bankruptcy, insolvency or a general downturn in their business;
financing risks, such as the inability to obtain equity, debt or
other sources of financing or refinancing on favorable terms to
KIM; KIM’s ability to raise capital by selling its assets; changes
in governmental laws and regulations and management’s ability to
estimate the impact of such changes; the level and volatility of
interest rates and management’s ability to estimate the impact
thereof; pandemics or other health crises, such as coronavirus
disease 2019 (COVID-19); the availability of suitable acquisition,
disposition, development and redevelopment opportunities, and risks
related to acquisitions not performing in accordance with our
expectations; valuation and risks related to KIM’s joint venture
and preferred equity investments; valuation of marketable
securities and other investments, including the shares of
Albertsons Companies Inc. common stock held by KIM; increases in
operating costs; changes in the dividend policy for KIM’s common
and preferred stock and KIM’s ability to pay dividends; the
reduction in KIM’s income in the event of multiple lease
terminations by tenants or a failure of multiple tenants to occupy
their premises in a shopping center; impairment charges;
unanticipated changes in KIM’s intention or ability to prepay
certain debt prior to maturity and/or hold certain securities until
maturity; and other risks and uncertainties, including those
described from time to time under the caption “Risk Factors” and
elsewhere in KIM’s Securities and Exchange Commission (“SEC”)
filings and reports, including KIM’s Annual Report on Form 10-K for
the year ended December 31, 2020, and subsequent Quarterly Reports
on Form 10-Q. Moreover, other risks and uncertainties of which KIM
is not currently aware may also affect KIM’s forward-looking
statements and may cause actual results and the timing of events to
differ materially from those anticipated. The forward-looking
statements made in this press release are made only as of the date
hereof or as of the dates indicated in the forward-looking
statements. KIM does not undertake any obligation to update or
supplement any forward-looking statements to reflect actual
results, new information, future events, changes in its
expectations or other circumstances that exist after the date as of
which the forward-looking statements were made.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210804005127/en/
David F. Bujnicki Senior Vice President, Investor Relations and
Strategy Kimco Realty Corporation 1-866-831-4297
dbujnicki@kimcorealty.com
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