INDIANAPOLIS and OAK BROOK, Ill., Oct. 19, 2021 (GLOBE NEWSWIRE) – Kite Realty Group Trust (NYSE: KRG), a leading owner and operator of outdoor shopping malls, grocery store anchored, and Retail Properties of America, Inc. (NYSE: RPAI), a leading owner and operator of high-quality, open-pit and mixed-use shopping centers, today announced that KRG shareholders and RPAI shareholders have approved all proposals necessary to complete the previously announced merger of RPAI into a subsidiary of KRG, with KRG remaining the surviving public company.
At the extraordinary meeting of KRG shareholders, approximately 99.7% of the votes were cast in favor of approving the issuance of ordinary shares to RPAI shareholders as part of the merger, which represented approximately 88.0% of the outstanding common shares of KRG.
At the special meeting of RPAI shareholders, approximately 98.1% of the votes were cast in favor of approving the merger agreement and the merger, which represented approximately 79.7% of the ordinary shares in circulation of RPAI.
The final results of the vote will be communicated on a Form 8-K filed with the Securities and Exchange Commission by the KRG and the RPAI with respect to their applicable special meetings.
The merger is expected to be finalized on October 22, 2021, subject to the satisfaction or waiver of customary closing conditions. Upon completion of the merger, pursuant to the terms of the definitive merger agreement entered into by and between KRG and RPAI on July 18, 2021, the shareholders of RPAI will be entitled to receive 0.623 newly issued KRG ordinary shares for each ordinary share of RPAI which they owned just prior to the effective date of the merger. Upon completion of the merger, the common shares of the combined company will trade under the ticker symbol “KRG” on the NYSE, and the common shares of RPAI will be delisted from the NYSE.
About Kite Realty Group Trust
Kite Realty Group Trust is a full-service, vertically integrated real estate investment trust (REIT) that provides communities with convenient and beneficial shopping experiences. KRG connects consumers with retailers in desirable markets through our portfolio of neighborhood, community and lifestyle centers. With its expertise in operations, development and redevelopment, KRG continually optimizes its portfolio to maximize value and return to its shareholders. For more information, please visit kiterealty.com.
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About Retail Properties of America, Inc.
Retail Properties of America, Inc. is a REIT that owns and operates high quality, strategically located outdoor shopping centers, including mixed-use properties. As of June 30, 2021, RPAI owned 100 commercial properties in the United States representing 19.7 million square feet. RPAI is listed on the New York Stock Exchange under the symbol RPAI. Additional information on RPAI is available at www.rpai.com.
This press release, along with other statements and information publicly released by KRG or RPAI, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on assumptions and expectations which may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with precision and some of which could not be anticipated. Future events and actual results, performances, transactions or achievements, financial or otherwise, may differ materially from the results, performances, transactions or achievements, financial or otherwise, expressed or implied by forward-looking statements.
One of the most important factors that could cause actual results to differ materially from these forward-looking statements is the potential negative effect of the COVID-19 pandemic, including possible resurgences and mutations, on the financial condition. , operating results, cash flow and performance of the KRG or RPAI and their respective tenants, the real estate market and the global economy and financial markets. The effects of COVID-19 have caused, and may continue to cause, many respective tenants of the ARK and RPAI to close stores, reduce hours or significantly limit service, preventing them from meeting their expectations. rent obligations, and therefore continued and will continue to significantly affect the KRG and RPAI for the foreseeable future. The extent to which COVID-19 will continue to impact the KRG and RPAI and their respective tenants will depend on future developments, which are very uncertain and cannot be predicted with confidence, including the extent, severity and extent. duration of the pandemic, the continued speed of vaccine distribution, the effectiveness of vaccines, including against COVID-19 variants, vaccine acceptance and availability, measures taken to contain the pandemic or mitigate its impact , and the direct and indirect economic effects of the pandemic and containment measures, among others. In addition, investors are urged to interpret many of the risks identified in the section entitled “Risk Factors” in the respective annual report of the KRG and RPAI on Form 10-K for the fiscal year ended December 31, 2020 as being increased due to the and many adverse effects of the COVID-19 pandemic.
Other risks, uncertainties and other factors that could cause such differences, some of which could be material, include, but are not limited to: the ability of KRG and RPAI to complete the proposed merger transaction, including the satisfaction of conditions necessary for the closing of the transaction on the terms or schedule currently envisaged, or not at all; the occurrence of any event, change or other circumstance that may result in the termination of the merger agreement relating to the proposed transaction; risks associated with acquisitions in general, including the integration of the businesses of KRG and RPAI and the ability to achieve expected synergies or cost savings; the risk that disruptions caused by or related to the proposed transaction will adversely affect the activities of the KRG or RPAI, including current plans and operations; national and local economy, business, real estate and other market conditions, particularly in relation to weak or negative growth of the US economy as well as economic uncertainty; funding risks, including the availability and costs associated with sources of liquidity; the ability of KRG or RPAI to refinance or extend the maturity dates of its debt; the level and volatility of interest rates; the financial stability of tenants, including their ability to pay rent or apply for rent concessions, and the risk of tenant insolvency and bankruptcy; the competitive environment in which KRG and RPAI operate, including the potential oversupply and reduced demand for rental space; acquisition, disposal, development and joint venture risks; risks associated with the ownership and management of assets, including the relative illiquidity of real estate investments, periodic costs of repairing, renovating and re-letting spaces, operating costs and expenses, vacations or inability to rent spaces on favorable terms or not at all; the ability of KRG or RPAI to maintain its REIT status for US federal income tax purposes; environmental liabilities and other potentials; depreciation of the value of real estate owned by the KRG or RPAI; the attractiveness of their respective properties for tenants, the real and perceived impact of e-commerce on the value of shopping center assets and the changing demographics and customer traffic patterns; risks associated with the current geographic concentration of KRG’s properties in Florida, Indiana, Texas, North Carolina and Nevada; civil unrest, acts of terrorism or war, natural disasters, climate change, epidemics, pandemics (including COVID-19), natural disasters and extreme weather conditions such as hurricanes, tropical storms, tornadoes, earthquakes, droughts, floods and fires, including such events or conditions which may result in underinsured or uninsured losses or other increased costs and expenses; changes in government laws and regulations, including government orders affecting the use of ARK or RPAI properties or the ability of its tenants to operate, and the costs of compliance with such amended government laws and regulations; possible short- or long-term changes in consumer behavior due to COVID-19 and the fear of future pandemics; insurance costs and coverage; risks associated with cybersecurity attacks and the loss of confidential information and other business disruption; other factors affecting the real estate industry in general; and other risks identified in reports filed by the KRG or the RPAI with the Securities and Exchange Commission or in other documents it publicly discloses, including, in particular, the section entitled “Risk Factors” in the respective annual report of the KRG or RPAI on Form 10-K for the fiscal year ended December 31, 2020, and in the respective quarterly reports of the KRG or RPAI on Form 10-Q. The KRG and the RPAI do not undertake to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
Contact details: Kite Realty Group Trust
Senior Vice President, Capital Markets and Investor Relations