Kushner Companies' Letter to Fellow Veris Shareholders

Rhea-AI Summary

Kushner, a major shareholder of Veris Residential (VRE), expressed dissatisfaction with the Veris Board's lack of engagement regarding a proposed buyout. Holding over 4.5 million shares, Kushner initially offered $16.00 per share on October 20, 2022, later increasing it to $18.50 on December 9, 2022. This offer represents a nearly 50% premium over the pre-offer price of $12.42. Despite reassuring financing, the Board has not provided any counteroffer or price guidance. Kushner claims the Board is entrenched and unwilling to negotiate, urging shareholders to contact the Board directly.

Positive

• Kushner proposed an all-cash offer for Veris at $18.50 per share, indicating a nearly 50% premium over the market price before the initial offer.
• Kushner's offer remains fully financed, suggesting financial stability and commitment to the acquisition.

Negative

• The Veris Board's refusal to provide any counteroffer raises concerns about their willingness to engage in negotiations.
• Kushner's frustration with the Board's lack of transparency and constructive dialogue may indicate governance issues.

NEW YORK, Jan. 31, 2023 /PRNewswire/ -- Kushner (together with its affiliates, "Kushner"), a seasoned real estate owner and operator and one of the largest shareholders of Veris Residential (NYSE: VRE) ("Veris"), today sent a letter to Fellow Veris Shareholders:

Kushner Companies' Letter to Fellow Veris Shareholders

The full text of the letter follows:

January 31, 2023

Kushner Companies' Letter to Fellow Veris Shareholders

Dear Fellow Veris Shareholders,

We, Kushner Companies, write to you as a substantial shareholder of Veris, owning over 4.5 million shares. Over the past 10 months, we have made repeated efforts to advance a value-maximizing transaction for Veris shareholders and have been frustrated by the Veris Board's lack of constructive engagement or transparency. We know that many of you share our frustration.

When we first made a public offer of $16.00 per share on October 20, 2022, the Veris Board claimed that we did not have financing to complete the offer. We quickly substantiated our fully financed offer with assurances from our financing partners and made this fact publicly clear to other shareholders.

After we raised our offer to $18.50 per share on December 9, 2022, our financing sources directly and personally communicated their full commitment to financing our offer to Veris' financial and legal advisors at their request. Our all-cash deal offers shareholders a transaction at a nearly 50% premium over the unaffected price of $12.42 per share at market close on October 20, prior to the publication of our first offer. Despite our having delivered a fully financed proposal at $18.50 plus having indicated a willingness to potentially go higher, the Veris board has refused to provide any price guidance, let alone an actual counteroffer. Instead, the Veris Board has spent the last two months focused on trying to get us to sign a one-sided standstill agreement that would explicitly prevent us from communicating with you or from even further pursuing a transaction without the prior invitation of the Board.

On January 18, 2023, while we were actively considering executing the standstill agreement—despite our misgivings about the Veris Board's lack of transparency—the Board, without warning, unilaterally decided to withdraw from any further engagement. At the same time, the Board publicly mischaracterized the events that preceded its unilateral action. The Board's abrupt decision to terminate discussions with us and to offer a misleading public narrative heightened our suspicions regarding the Board's objectives.

On January 19, 2023, we issued a press release to correct the public record and make clear that we remain interested in a transaction. Since that public statement, we have heard from multiple other significant shareholders of Veris expressing support for a value-maximizing transaction. Since the Veris Board's abrupt change of course, we have also continued to seek price discovery from the Board's financial and legal advisors, all to no avail.

The Veris Board has consistently demonstrated a reluctance to explain what they believe is the Company's fair value and why that value is justified. Instead, they have insisted on our execution of a broad and one-sided standstill as a precondition to any meaningful price discovery. The restrictions which your Board wants to impose on us in any negotiation process would severely limit our ability to transparently communicate with you or to take steps that would benefit all shareholders. As we have communicated time and again to the Board, we are concerned, based on its actions to date, that the Board and management team are entrenched, with no desire to engage in a genuine dialogue that might lead to a high premium, all-cash sale of the Company.

Despite your Board's ongoing intransigence, our objective has not changed—we are prepared to execute a transaction at a price that fairly values your shares. Our fully financed all-cash offer for $18.50 remains outstanding, as does, for now, our willingness to constructively engage with the Board to see if we can go higher. Our patience, however, is not endless, and we are actively considering all other alternatives. We remain hopeful that the Board can be persuaded to engage transparently with us in the interests of all shareholders. WE ENCOURAGE YOU TO CONTACT THE VERIS BOARD AND EXPRESS YOUR VIEWS DIRECTLY.

If you have any questions, please contact us:

For all media inquiries, please reach out to mediainquiries@kushner.com

Investor Contact:
Bruce Goldfarb / Pat McHugh
Okapi Partners LLC
(212) 297-0720
info@okapipartners.com

Thank you for your support.
Sincerely,

Charles Kushner
Chairman, Kushner

About Kushner
Founded in New Jersey in 1985, Kushner is a diversified real estate organization responsible for the ownership, management, development, and redevelopment of properties through the country. Kushner currently owns and operates over 21,000 units across the country, with a strong presence in New Jersey, and has a multifamily development pipeline of over 9,300 units.

For all media inquiries, please reach out to mediainquiries@kushner.com

Investor Contact:
Bruce Goldfarb / Pat McHugh
Okapi Partners LLC
(212) 297-0720
info@okapipartners.com

View original content:https://www.prnewswire.com/news-releases/kushner-companies-letter-to-fellow-veris-shareholders-301735294.html

SOURCE Kushner

FAQ

What is Kushner's offer price for Veris Residential (VRE)?

Kushner has proposed an all-cash offer of $18.50 per share.

How much premium does Kushner's offer represent for Veris shareholders?

Kushner's offer represents a nearly 50% premium over the unaffected price of $12.42 per share.

Why is Kushner frustrated with the Veris Board regarding the VRE buyout?

Kushner is frustrated due to the Board's lack of engagement and refusal to provide a counteroffer.

How many shares does Kushner own in Veris Residential (VRE)?

Kushner owns over 4.5 million shares of Veris Residential.

What was the initial offer price Kushner made for Veris Residential (VRE)?

Kushner's initial offer was $16.00 per share on October 20, 2022.