AUSTIN, TX—Stratus Properties Inc. said Thursday afternoon its board was reviewing an unsolicited proposal from Capretta Properties Inc. to acquire substantially all of its real estate portfolio for $435 million in cash, with Stratus retaining its debt. The proposal is subject to several contingencies, including Capretta's proposal that the closing be subject to satisfactory due diligence being completed.

Carl E. Berg, who controls 17.6% of Stratus' stock and claims to be the company's largest shareholder, said Thursday he had received a copy of Capretta's letter to Stratus CEO William Armstrong, dated Jan. 26. "To me, Capretta's offer appears to have significant merit and represents an excellent point from which to begin the process of exploring the sale of Stratus," according to Berg.

"I definitely agree that Stratus should not incur any brokerage fees in connection with selling its real estate portfolio in response to a third party's unsolicited offer to purchase Stratus' real estate assets," he adds. "After the Stratus shareholders have endured years of underperformance by Stratus, the Board—including its two recent board appointees, James Joseph and John Wenker—needs to seriously and objectively evaluate Capretta's offer and any other offers that Stratus receives," with the goal of allowing the company's stockholders "to realize the full value of Stratus' real estate portfolio."