AMB Property Corporation® Stockholders Approve Merger With ProLogis
SAN FRANCISCO, June 1, 2011 /PRNewswire/ -- AMB Property Corporation (NYSE: AMB), a leading owner, operator and developer of global industrial real estate, announced today that its stockholders have approved the proposed merger of equals between AMB and ProLogis (NYSE: PLD). AMB stockholders have also approved a proposal to amend the bylaws of AMB, in connection with, and effective upon the consummation of, the merger.
At the special meeting of AMB stockholders held today, more than 154.2 million of AMB's outstanding shares were voted, with approximately 89.6% of the outstanding votes (98.5% of votes cast) in favor of the merger and approximately 89.6% of the outstanding votes (98.5% of votes cast) in favor of the bylaw amendment.
"This vote is an important step towards closing our merger with ProLogis," said Hamid R. Moghadam, Chairman and Chief Executive Officer of AMB. "I want to thank our stockholders for their support, and I am very pleased that they share my excitement about the future of the combined company."
At the special meeting, AMB stockholders also voted on certain proposed amendments to the AMB charter. The required approval threshold for this proposal was not met. Approximately 55.7% of the outstanding votes (61.3% of votes cast) were voted in favor of the proposal to amend the charter. Approval of the proposal to amend the AMB charter is not a condition to completion of the merger.
Subject to satisfaction or waiver of the other customary closing conditions, AMB and ProLogis expect to promptly consummate the merger.
J.P. Morgan Securities LLC acted as financial advisor to AMB in connection with the merger, and Wachtell, Lipton, Rosen & Katz acted as legal advisor to AMB.
AMB Property Corporation.® Local partner to global trade.™
AMB Property Corporation® is a leading owner, operator and developer of industrial real estate, focused on major hub and gateway distribution markets in the Americas, Europe and Asia. As of March 31, 2011, AMB owned, or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 161 million square feet (15 million square meters) in 49 markets within 15 countries. AMB invests in properties located predominantly in the infill submarkets of its targeted markets. The company's portfolio is comprised of High Throughput Distribution® facilities—industrial properties built for speed and located near airports, seaports and ground transportation systems.
AMB's press releases are available on the company website at www.amb.com or by contacting the Investor Relations department at +1 415 394 9000.
In addition to historical information, this document contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which ProLogis and AMB operate and beliefs of and assumptions made by ProLogis management and AMB management, involve uncertainties that could significantly affect the financial results of ProLogis or AMB or the combined company if the proposed business combination transaction is completed. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving ProLogis and AMB, including future financial and operating results, the combined company's plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future – including statements relating to rent and occupancy growth, development activity and changes in sales or contribution volume of developed properties, general conditions in the geographic areas where we operate and the availability of capital in existing or new property funds – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates and foreign currency exchange rates, (iii) increased or unanticipated competition for our properties, (iv) risks associated with acquisitions, (v) maintenance of real estate investment trust ("REIT") status, (vi) availability of financing and capital, (vii) changes in demand for developed properties, (viii) risks associated with achieving expected revenue synergies or cost savings, (ix) risks associated with the ability to consummate the merger and the timing of the closing of the merger, and (x) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission ("SEC") by ProLogis and AMB from time to time, including those discussed under the heading "Risk Factors" in their respective most recently filed reports on Form 10-K and 10-Q. Neither ProLogis nor AMB undertakes any duty to update any forward-looking statements appearing in this document.
SOURCE AMB Property Corporation
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