In the merger, holders of limited partnership units of Hallwood will receive nearly $138 per unit. Completion of the merger is subject to certain conditions, including approval by the unitholders of the merger agreement and the merger. The Hallwood Group Inc., the indirect sole owner of Hallwood Realty LLC, and its real estate subsidiaries have also entered into a purchase agreement, in which HRPT will purchase the general partner interest in the partnership, the 330,432 units indirectly owned by Hallwood Group, and the interests in each of the other entities through which Hallwood Group holds interests in the partnership, for nearly $67 million.

As part of the deal, Hallwood Group also agreed that its agreements for the management of the partnership's properties will be terminated. In the purchase agreement, Hallwood Group says it will vote all of the units it owns in favor of the merger.

Anthony J. Gumbiner, chairman of the general partner of Hallwood, says, "After careful deliberation, the board of directors has unanimously concluded that the merger provides the best opportunity for all of our partners to realize the value of their interests in the partnership."

Morgan Stanley & Co. Inc. served as financial advisor to the board of directors of Hallwood Realty. Lehman Brothers Inc. served as exclusive financial advisor to the audit committee of the board of directors of Hallwood Realty.

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