INDIANAPOLIS--(BUSINESS WIRE)--
Kite Realty Group Trust (NYSE:KRG) (“Kite Realty”) announced today the
final exchange ratio calculated pursuant to the agreement and plan of
merger dated February 9, 2014 (the “Merger Agreement”), by and among
Kite Realty, KRG Magellan, LLC, a wholly owned subsidiary of Kite Realty
(“Merger Sub”), and Inland Diversified Real Estate Trust, Inc. (“Inland
Diversified”), pursuant to which Inland Diversified will merge with and
into Merger Sub in a stock-for-stock merger (the “Merger”).
If the Merger is completed pursuant to the Merger Agreement, each share
of common stock of Inland Diversified outstanding immediately prior to
the effective time of the Merger will be cancelled and automatically
converted into the right to receive 1.707 Kite Realty common shares. The
value of any fractional interests of Kite Realty common shares to which
a holder of Inland Diversified common stock would otherwise be entitled
will be paid in cash. Following completion of the Merger, the combined
company will retain the name "Kite Realty Group Trust" and will continue
to trade on the New York Stock Exchange under the symbol "KRG."
Inland Diversified's special stockholder meeting to approve the Merger
and the other transactions contemplated by the merger agreement will be
held on June 24, 2014. Kite Realty’s special shareholder meeting to
approve the issuance of Kite Realty common shares in the Merger and an
amendment to Kite Realty’s Articles of Amendment and Restatement of
Declaration of Trust to increase the number of authorized Kite Realty
common shares also will be held on June 24, 2014.
The Merger currently is expected to close on or after July 1, 2014, if
the approval of shareholders of both companies is obtained and other
customary closing conditions are satisfied.
About Kite Realty
Kite Realty is a full-service, vertically integrated real estate
investment trust engaged in the ownership, operation, management,
leasing, acquisition, construction, redevelopment and development of
neighborhood and community shopping centers in selected markets in the
United States. At March 31, 2014, Kite Realty owned interests in a
portfolio of 68 operating and redevelopment properties totaling
approximately 11.8 million square feet and two properties currently
under development totaling 0.7 million square feet. For more
information, please visit the company’s website at www.kiterealty.com.
Forward-Looking Statements
Certain statements in this press release that are not in the present or
past tense or that discuss the expectations of Kite Realty (including
any use of the words “anticipate,” “assume,” “believe,” “estimate,”
“expect,” “forecast,” “guidance,” “intend,” “may,” “might,” “outlook,”
“project”, “should” or similar expressions) are forward-looking
statements within the meaning of the federal securities laws and as such
are based upon current beliefs as to the outcome and timing of future
events. These forward-looking statements, which are based on current
expectations, estimates and projections about the industry and markets
in which Kite Realty and Inland Diversified operate and beliefs of and
assumptions made by their respective management, involve uncertainties
that could significantly affect the financial results of Kite
Realty, Inland Diversified or the combined company. There can be no
assurance that actual future developments affecting Kite Realty, Inland
Diversified or the combined company will be those anticipated by Kite
Realty or Inland Diversified. Examples of forward-looking statements
include expectations as to the timing of the closing of this transaction
and the anticipated property and security dispositions intended to be
made by Kite Realty and Inland Diversified, estimated cash
capitalization rates, anticipated G&A and operating synergies, the
anticipated impact of the merger on net debt ratios, credit ratings,
cost of capital, projected 2014 fully diluted FFO, share of depreciation
and amortization, reported FFO per share, projected net operating
income, internal rates of return, future dividend payment rates,
forecasts of FFO accretion, projected capital improvements, expected
sources of financing, and descriptions relating to these expectations.
These forward-looking statements involve risks and uncertainties (some
of which are beyond the control of Kite Realty or Inland Diversified)
and are subject to change based upon various factors including, but not
limited to, the following risks and uncertainties: changes in the real
estate industry and in performance of the financial markets and interest
rates; the demand for and market acceptance of either company’s
properties for rental purposes; the ability of either company to enter
into new leases or renewal leases on favorable terms; the amount and
growth of either company’s expenses; tenant financial difficulties and
general economic conditions, including interest rates, as well as
economic conditions and competition in those areas where either company
owns properties; risks associated with joint venture partners; risks
associated with the ownership and development of real property; the
outcome of claims and litigation involving or affecting either company;
the ability to satisfy conditions necessary to close pending
transactions and the ability to successfully integrate pending
transactions; applicable regulatory changes; risks associated with
acquisitions, including the integration of the combined companies’
businesses; risks associated with achieving expected revenue synergies
or cost savings; risks associated with the companies’ ability to
consummate Kite’s proposed acquisition of Inland Diversified and the
timing of the closing of the propose other risks and uncertainties
detailed from time to time in Kite Realty’s or Inland Diversified’s
filings with the Securities and Exchange Commission (the “SEC”). Should
one or more of these risks or uncertainties occur, or should underlying
assumptions prove incorrect, the business, financial condition,
liquidity, cash flows and financial results of either company could
differ materially from those expressed in the forward-looking
statements. Any forward-looking statement speaks only as of the date on
which it is made. New risks and uncertainties arise over time, and it is
not possible for us to predict the occurrence of those matters or the
manner in which they may affect us. Kite Realty does not undertake to
update forward-looking statements except as may be required by law.
Additional Information About the Proposed Transaction and Where to
Find It
In connection with the proposed transaction, Kite Realty has filed with
the SEC a registration statement on Form S-4 that includes a joint proxy
statement of Kite Realty and Inland Diversified that also constitutes a
prospectus of Kite Realty, which joint proxy statement has been mailed
or otherwise disseminated to Kite Realty and Inland Diversified
shareholders. Kite Realty and Inland Diversified also plan to file other
relevant documents with the SEC regarding the proposed transaction.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free
copy of the joint proxy statement/prospectus and other relevant
documents filed by Kite Realty and Inland Diversified with the SEC at
the SEC’s website at www.sec.gov.
Copies of the documents filed by Kite Realty with the SEC will be
available free of charge on Kite Realty’s website at www.kiterealty.com
or by contacting Kite Investor Relations at 317-577-5600 or by sending a
written request to Investor Relations, Kite Realty Group Trust, 30 S.
Meridian Street, Suite 1100, Indianapolis, Indiana 46204. Copies of the
documents filed by Inland Diversified with the SEC will be available
free of charge on Inland Diversified’s website at www.inlanddiversified.com.
Kite Realty and Inland Diversified and their respective directors and
executive officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect of
the proposed transaction. You can find information about Kite Realty’s
executive officers and directors in Kite Realty’s definitive proxy
statement filed with the SEC on April 8, 2014. You can find information
about Inland Diversified’s executive officers and directors in Inland
Diversified’s definitive proxy statement filed with the SEC on April 16,
2013. Additional information regarding the interests of such potential
participants will be included in the joint proxy statement/prospectus
and other relevant documents filed with the SEC if and when they become
available. You may obtain free copies of these documents from Kite
Realty or Inland Diversified using the sources indicated above. This
document shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10
of the U.S. Securities Act of 1933, as amended.
Kite Realty Group Trust
Daniel R. Sink, Executive Vice President
and CFO, 317-577-5600
dsink@kiterealty.com
Source: Kite Realty Group Trust