(To read more on the multifamily market, click here.)
BALTIMORE-Magazine Acquisition LP will acquire the Town & Country Trust for $40.20 per share now that shareholders of the locally based multifamily REIT have signed off on the proposed merger. Magazine Acquisition is an affiliate of Magazine Acquisition GP LLC, which is a joint venture involving entities of Morgan Stanley Real Estate, Onex Real Estate and Sawyer Realty Holdings LLC. Currently, TCT owns and operates 38 multifamily properties accounting for nearly 13,200 residential units in the Mid-Atlantic area and Florida. For previous coverage, click here.
News of the shareholders' approval came following months of a series of offers and counteroffers between companies eager to buy TCT. The REIT first announced last December that it had entered into a definitive agreement to be sold to Magazine Acquisition for $1.3 billion, or $33.90 per share.
The merger situation took a turn in January when Oriole Partnership, consisting of Essex Property Trust Inc. and AEW Capital Management LP, submitted a proposal to acquire TCT for $36 per share. But just as TCT announced it had received the definitive offer from Oriole Partnership, it simultaneously revealed that it was in receipt of an unsolicited offer from Berkshire Property Advisors LLC, proposing to acquire the company for $37 per share. Oriole upped the ante, increasing its offer to $38.50, which prompted Magazine Acquisition to jump to $39. Oriole immediately countered with $39.50, only to be edged out by Magazine Acquisition at $39.60. Finally Oriole went up to $40.15. On Feb. 16, Magazine Acquisition increased the offer to $40.20 per share.
On the same day that TCT's board of trustees signed off on the amendment to its original merger agreement with Magazine, basically altering the sale terms from $33.90 per share to $40.20 per share. TCT relied on the financial advice of Lazard Freres & Co. LLC in the transaction, while Magazine Acquisition was advised by Morgan Stanley.
TCT chairman and CEO Harvey Schulweis could not be reached for comment by deadline. The merger is scheduled to close on March 31.
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