ATLANTA, Jan. 7, 2015 /PRNewswire/ -- Roberts Realty
Investors, Inc. (NYSE/MKT: RPI) announces that on January 5, 2015 it retained D.F. King & Co., Inc., a division of
American Stock Transfer & Trust Company, LLC, as its proxy
solicitor for the special meeting of the Company's shareholders to
be held on January 22, 2015. The special meeting relates
to the Company's definitive stock purchase agreement dated
November 19, 2014 with A-III Investment Partners LLC
("A-III"), a joint venture between affiliates of Avenue Capital
Group and C-III Capital Partners LLC, which is controlled by Island
Capital Group LLC. The Company's board of directors has
unanimously approved the following proposals to be submitted to the
Company's shareholders for their approval at the special
meeting:
(1) the issuance to
A-III of $12.0 million of the
Company's common stock at a purchase price per share to be
determined based on an estimate of the Company's closing date net
asset value, which is currently expected to be approximately
$1.40 per share, the issuance to
A-III of $38.0 million of warrants
and the shares of common stock issuable upon exercise of the
warrants at the same purchase price per share, and the other
transactions contemplated in the stock purchase agreement and in
the other transaction agreements; and
(2) the amendment of
the Company's articles of incorporation to eliminate the ownership
limits that are currently contained in the articles of
incorporation to permit A-III to purchase shares of the Company's
common stock at closing and exercise its warrants.
If the Company's shareholders approve both of these proposals
and the other terms and conditions of the stock purchase agreement
and other transaction documents are satisfied, the Company expects
that the closing of the transaction would occur on January 27, 2015.
D.F. King will assist the Company
with communications to its shareholders regarding the definitive
proxy statement and answering shareholder questions, as well as
conducting a direct solicitation of proxies from
shareholders. D.F. King will
also provide the Company with timely reports detailing the progress
of the overall solicitation and the interim voting results on the
proposals being submitted to the Company's shareholders for
approval at the special meeting. In consideration of these
services, D.F. King will receive
$6,000 plus the reimbursement of
their reasonable out-of–pocket expenses plus $4.50 for each contact and each vote taken by
telephone.
Forward Looking Statements
This press release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as
amended. Some of the forward-looking statements relate to our
intent, belief, or expectations regarding the closing of the stock
purchase agreement, the timing of such closing, and the estimated
purchase price per share and warrant exercise price. These
statements involve risks and uncertainties that include: whether
the satisfaction of the conditions to closing will occur, including
obtaining the requisite approval of our shareholders; and the
timing of the closing of the transaction. For these
forward-looking statements, we claim the protection of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. For more
information about other risks and uncertainties we face, please see
the sections entitled "Risk Factors" in our most recent Annual
Report on Form 10-K, our most recent Quarterly Report on Form 10-Q
and our definitive proxy statement filed with the SEC on
December 23, 2014 for the special
meeting of our shareholders to be held on January 22, 2015.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the approval of the proposed issuance of securities to
A-III by the Company and related matters, and the proposed
amendment to the Company's articles of incorporation. The
Company has filed a definitive proxy statement with the SEC and
mailed the definitive proxy statement to its shareholders.
Shareholders of the Company are strongly advised to read all
relevant documents filed with the SEC, including the Company's
definitive proxy statement, because these documents contain
important information about the proposed transaction.
These documents are available at no charge on the SEC's website at
www.sec.gov. In addition, the Company will also provide
copies of these documents for free to investors who direct their
requests to Roberts Realty Investors, Inc., c/o Secretary, 375
Northridge Road, Suite 330, Atlanta,
Georgia 30350.
Participants in Solicitation
The Company, its directors and executive officers, and
D.F. King, the Company's proxy
solicitor, may be deemed to be participants in the solicitation of
proxies from the holders of the Company's common stock in respect
of the proposals. Information about the directors and
executive officers of the Company is set forth in the Company's
Annual Report on Form 10-K, which was filed with the SEC on
March 6, 2014. Investors may
obtain additional information regarding the interest of certain of
those participants by reading the definitive proxy statement filed
with the SEC on December 23,
2014. Information about D.F.
King & Co., Inc. can be found at the website
www.dfking.com.
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SOURCE Roberts Realty Investors, Inc.
