PS Business Parks, Inc. Announces Expiration of “Go-Shop” Period Contained In Previously Announced Merger Agreement
PS Business Parks, Inc. (NYSE:PSB) has announced the expiration of the 'go-shop' period related to its merger agreement with Blackstone Real Estate. The all-cash transaction is valued at approximately $7.6 billion, offering $187.50 per share. During the go-shop period, no competing acquisition proposals were received after reaching out to 43 potential interested parties. PSB will now enter a 'no-shop' phase, restricting negotiations with other parties. The merger is anticipated to close in Q3 of 2022, pending stockholder approval and customary closing conditions.
- The merger with Blackstone is valued at approximately $7.6 billion, indicating strong market interest.
- The set price of $187.50 per share reflects a premium for stockholders.
- No competing acquisition proposals were received, raising concerns about market interest.
- Pending approval from stockholders introduces uncertainty regarding the transaction's completion.
During the “go-shop” period, at the direction of PSB’s board of directors, representatives of
Upon expiration of the go-shop period, PSB became subject to customary “no-shop” provisions that limit PSB and its representatives’ ability to negotiate competing proposals with, or provide non-public information to, third parties, subject to exceptions specified in the merger agreement.
The transaction is expected to close in the third quarter of 2022, subject to approval by PSB’s stockholders and other customary closing conditions.
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Additional Information and Where to Find It
In connection with the proposed transaction, the Company filed a preliminary proxy statement on Schedule 14A on
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Company common stock in respect of the proposed transaction. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2022 annual meeting of stockholders, which was filed with the
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “may,” “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” “intends” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon present expectations, estimates and projections and beliefs of and assumptions, involve uncertainty that could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and are not guaranteed to occur. There are a number of important factors that could have a material adverse effect on our operations, future prospects and the proposed transaction, including but not limited to: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the Company and Blackstone’s affiliates; the failure to obtain the approval of the Company’s stockholders of the proposed transaction or the failure to satisfy any of the other conditions to the completion of the proposed transaction; stockholder litigation in connection with the proposed transaction, which may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; the effect of the announcement of the proposed transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its tenants, vendors and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of management’s attention from ongoing business operations due to the proposed transaction; the ability to meet expectations regarding the timing and completion of the proposed transaction; and significant transaction costs, fees, expenses and charges. There can be no assurance that the proposed transaction or any other transaction described above will in fact be consummated in the expected time frame, on the expected terms or at all. For further discussion of the factors that could affect outcomes, please refer to the risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the
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