AmREIT To Be Acquired By Edens In $763 Mln Deal - Update

(RTTNews) - Real estate investment trust AmREIT, Inc. (AMRE) agreed Friday to be acquired by Edens Investment Trust for $26.55 per share in an all-cash deal valued at about $763 million. The deal has been unanimously approved by AmREIT's Board of Directors.

The closure of the deal, primarily subject to approval by AmREIT's stockholders, is currently expected to occur in the first quarter of 2015. However, the deal is not contingent on receipt of financing by Edens.

Edens is one of the nation's retail real estate owner, developer and operator of community-oriented shopping places in primary markets throughout the East Coast. Edens owns a $4.2 billion portfolio of market-leading urban retail centers.

AmREIT is a 29-year-old equity REIT focused on the ownership, management, and redevelopment of neighborhood and community shopping centers and mixed-use properties located on what is called by the company as "Irreplaceable Corners."

For Edens, the deal is part of its strategic plan to complement, enhance and expand its platform and existing portfolio of leading urban retail centers. The sale is the result of the exploration of strategic alternatives announced by the Board of Directors of AmREIT in late July to enhance stockholder value.

AmREIT had in July retained Jefferies LLC as its financial advisor and Morrison & Foerster LLP and Venable LLP as its legal advisors to assist the Board in its evaluation of strategic alternatives.

"This is an outstanding outcome for our stockholders, who will receive in cash a premium value for their shares reflecting the irreplaceable characteristics of our portfolio of properties. I am pleased with the leadership of our Board in authorizing and overseeing a very robust exploration of strategic alternatives consistent with our July announcement," AmREIT Chairman and CEO Kerr Taylor said in statement.

AmREIT' announced the exploration of strategic alternatives after it rejected the previously announced unsolicited and conditional proposal by Regency Centers Corp. (REG) to acquire AmREIT for $22.00 per share.

The current offer of $26.55 per share by Edens represents a 38.3 percent premium over AmREIT's closing price of $19.20 on July 9, 2014, the last trading day prior to disclosure of an unsolicited proposal from Regency Centers. The offer also represents a 20.9 percent premium over that $22 per share proposal.

"We're excited to transition the stewardship of our market-leading portfolio to EDENS, a highly successful firm we have long admired. EDENS shares our vision, values, and commitment to investing in the Irreplaceable Corners that have become the cornerstone of our business," Taylor added.

AMRE closed Friday's regular trading session at $24.64, down $0.21 or 0.85% on a volume of 0.10 million shares.