OAK BROOK, Ill. -- (Business Wire)
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’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
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.
Lapis and its offer are not affiliated with RPAI. RPAI’s Board of
Directors has unanimously determined that the offer is not in the best
interests of the stockholders. Although each stockholder has his or her
individual liquidity needs and must evaluate the offer accordingly, the
Board of Directors does not recommend or endorse Lapis’s mini-tender
offer and suggests that stockholders reject the offer and not tender
their shares pursuant to the offer. RPAI strongly recommends investors
obtain current market quotes for their shares of common stock, carefully
review the conditions of the offer, consult with their broker or
financial advisor and exercise caution with respect to Lapis’s offer.
Mini-tender offers are third-party offers to purchase less than 5% of a
company’s outstanding shares, thereby avoiding the filing, disclosure
and procedural requirements adopted by the Securities and Exchange
Commission (“SEC”) for the protection of investors. The SEC has
cautioned investors about these offers, noting that "some bidders make
mini-tender offers at below-market prices, hoping that they will catch
investors off guard if the investors do not compare the offer price to
the current market price." The SEC's Investor Tips regarding mini-tender
offers may be found on the SEC's website at http://www.sec.gov/investor/pubs/minitend.htm.
Retail Properties of America, Inc. is a fully integrated,
self-administered and self-managed real estate company that owns and
operates high quality, strategically located shopping centers across 35
states. The Company is one of the largest owners and operators of
shopping centers in the United States. The Company is publicly traded on
the New York Stock Exchange under the ticker symbol RPAI. Additional
information about the Company is available at www.rpai.com.
Retail Properties of America, Inc.
President, Investor Relations
Source: Retail Properties of America, Inc.
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