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NEW YORK CITY-Affiliates of locally based Morgan Stanley Real Estate and Onex Real Estate have signed an agreement to acquire Baltimore-based Town and Country Trust. The joint venture will take the multifamily REIT in an all-cash transaction totaling approximately $1.3 billion, including the assumption of debt.

TCT owns and operates 39 apartment communities with an aggregate of 13,330 apartments in the Mid-Atlantic states and Florida. TCT's common shareholders will receive $33.90 per share. Holders of limited partnership units in the operating partnership will also be entitled to receive $33.90 per unit. The per share purchase price represents a 13.8% premium over TCT's closing price on Monday, Dec. 19--$29.79--and a 16.5% premium over the 60-day average closing price.

TCT will continue to pay regular quarterly dividends at a rate of $0.43 per share and per unit through the closing of the transaction, which is expected to occur during the first quarter of 2006, plus a pro-rated dividend for the quarter in which the transaction closes. The deal is subject to the approval by two-thirds of TCT's common shareholders and certain other customary closing conditions. It has already been unanimously approved by the REIT's board of trustees.