After a late-night signing Wednesday night (Dec. 20), the company made its big announcement Thursday morning and publicized the afternoon calling conference as an opportunity for stockholders to have their concerns addressed before being asked to vote on the matter. The release issued by the company proclaims Aegis has agreed to acquire POB's portfolio of 19 shopping centers, several "retail development opportunities" and its development business.

A proxy is being prepared now to file with the SEC and to be voted on by the stockholders. While the Board of Directors of Aegis and POB stockholders have voted unanimously to approve the deal, Aegis' stockholders have yet to have their turn in the approval process. To this issue, one stockholder said during the call, "I don't think you're going to have stockholder support for this."

The sticky points of the deal for the stockholders is that the transaction, valued at $203.5 million, is not just a straight cash exchange. Of that figure, only $3 million is cash, and $58.4 million is in limited partnership interests in Aegis Realty Operating Partnership LP, convertible on a one-for-one basis into Aegis common stock at a value of $11 per share, which cannot be transferred for one year. The other $142.1 million is the assumption of non-recourse debt--mortgage debt of the newly acquired shopping centers.