Benzinga | Nov 5, 2021 09:36AM EDT

Monmouth Real Estate To Buy Acquired By Industrial Logistics Properties Trust At $21/Share In Cash

Comprehensive Strategic Review Process Results in All-Cash, Value-Maximizing Transaction

Shareholders to Receive $21.00 Per Share in Cash

HOLMDEL, N.J., Nov. 05, 2021 (GLOBE NEWSWIRE) -- Monmouth Real Estate Investment Corporation (NYSE:MNR), or Monmouth, announced today that it has entered into a definitive merger agreement with Industrial Logistics Properties Trust (NASDAQ:ILPT) under which ILPT will acquire all of the outstanding shares of Monmouth for $21.00 per share in an all-cash transaction valued at approximately $4.0 billion including the assumption of debt and the committed acquisition and expansion pipeline (the "Transaction"). The Transaction has been unanimously approved by Monmouth's Board of Directors.

The Transaction price of $21.00 per share represents a 24% premium to the unaffected closing share price of $16.99 on December 18, 2020 and a 36% premium to the 30-day volume weighted average unaffected trading share price of $15.43.

This Transaction with ILPT is the culmination of the comprehensive strategic review processes undertaken by Monmouth's Board of Directors, which were publicly announced and re-initiated in early September of this year following the prior comprehensive process initiated in January of this year. As part of these processes, Monmouth's Board and advisors invited over 90 potential counterparties to participate including strategic acquirers, private equity firms, pension and sovereign wealth funds, investment management firms and all parties that had publicly or confidentially expressed interest to the Company or its advisors in acquiring the Company. The transaction announced today represents the highest bid received by the Company and is an all-cash transaction.

Michael Landy, President and CEO, said, "The Monmouth Board and management team have stayed focused on maximizing value for our shareholders, and we are pleased to have reached this definitive agreement with ILPT to deliver immediate and certain all-cash value to our shareholders at a significant premium. The substantial interest in our company is a testament to our success building a best-in-class net-leased industrial real estate portfolio that is well positioned to benefit from the accelerated adoption of e-commerce. After over 50 years of success, we are thankful to all of our dedicated employees and partners for their hard work in building a great company and for helping us to deliver this terrific outcome for our shareholders. Much gratitude is warranted for the strong leadership and unwavering dedication provided by our Founder and Chairman, Eugene Landy throughout our 53-year journey."

Brian Haimm, Lead Independent Director of Monmouth's Board, said, "Today's announcement is the result of an exhaustive strategic review process in which the highest bid prevailed. The entire Board unanimously believes this transaction delivers compelling value to our shareholders and recognizes the value of Monmouth's high quality logistics portfolio."

Transaction Details

The Transaction is expected to close in the first half of 2022, subject to approval by Monmouth's shareholders and the satisfaction of other customary closing conditions. The Transaction is not contingent upon financing.

Under the terms of the agreement, Monmouth shareholders will be entitled to receive the previously announced dividend of $0.18 payable on December 15, 2021. If the Transaction is not consummated by March 31, 2022, Monmouth shareholders will also be entitled to receive a dividend for that completed quarter up to $0.18 if and as declared. In addition, Monmouth plans to continue to pay its regular quarterly 6.125% Series C Cumulative Redeemable Preferred Stock dividend through the closing of the Transaction.

Upon completion of the Transaction, Monmouth's common stock will no longer be listed on the New York Stock Exchange.

Due to the pending Transaction, Monmouth will not hold a conference call following the upcoming release of its fourth quarter and full year financial results. The Company will file its 10-K by the applicable November deadline.