Retail Properties of America, Inc. Recommends Rejection of Mini-Tender Offer
by LAPIS Investment Business Trust
OAK BROOK, Ill. -- December 19, 2012
Retail Properties of America, Inc. (NYSE: RPAI) has been notified of an
unsolicited mini-tender offer by Lapis Investment Business Trust (“Lapis”)
dated November 19, 2012, to purchase up to 75,000 shares of Class A, Class B-2
and Class B-3 common stock of RPAI for $8.50 per share. The offer expires on
December 21, 2012. RPAI’s Board of Directors unanimously recommends that
shareholders reject the mini-tender offer by Lapis.
Lapis’s offer price for the Class A shares of common stock represents a
discount of approximately 30% to the $12.20 closing price of the Class A
common stock on November 16, 2012, the trading day prior to the commencement
of Lapis’s mini-tender offer.
RPAI Class A shares of common stock were listed on the NYSE on April 5, 2012.
The terms of the Class B-2 common stock and Class B-3 common stock are
identical in all respects to the Class A common stock, except that the two
classes of Class B common stock are not listed on a national securities
exchange; however, these shares will automatically convert to Class A common
stock and be traded on the NYSE in accordance with the following schedule:
*the Class B-2 common stock will automatically convert into Class A common
stock on April 5, 2013; and
*the Class B-3 common stock will automatically convert into Class A common
stock on October 7, 2013.
Lapis and its offer are not affiliated with RPAI. RPAI’s Board of Directors
has unanimously determined that the offer is not in the best interests of the
stockholders. Although each stockholder has his or her individual liquidity
needs and must evaluate the offer accordingly, the Board of Directors does not
recommend or endorse Lapis’s mini-tender offer and suggests that stockholders
reject the offer and not tender their shares pursuant to the offer. RPAI
strongly recommends investors obtain current market quotes for their shares of
common stock, carefully review the conditions of the offer, consult with their
broker or financial advisor and exercise caution with respect to Lapis’s
Mini-tender offers are third-party offers to purchase less than 5% of a
company’s outstanding shares, thereby avoiding the filing, disclosure and
procedural requirements adopted by the Securities and Exchange Commission
(“SEC”) for the protection of investors. The SEC has cautioned investors about
these offers, noting that "some bidders make mini-tender offers at
below-market prices, hoping that they will catch investors off guard if the
investors do not compare the offer price to the current market price." The
SEC's Investor Tips regarding mini-tender offers may be found on the SEC's
website at http://www.sec.gov/investor/pubs/minitend.htm.
Retail Properties of America, Inc. is a fully integrated, self-administered
and self-managed real estate company that owns and operates high quality,
strategically located shopping centers across 35 states. The Company is one of
the largest owners and operators of shopping centers in the United States. The
Company is publicly traded on the New York Stock Exchange under the ticker
symbol RPAI. Additional information about the Company is available at
Retail Properties of America, Inc.
Vice President, Investor Relations
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