Wellsford Real Properties, Inc. Announces Completion of the Merger with Reis, Inc.
May 30 2007 - 4:23PM
Business Wire
Wellsford Real Properties, Inc. (AMEX:WRP) announced today that it
completed its merger with Reis, Inc. (�Reis�) pursuant to a merger
agreement executed on October 11, 2006. Earlier today, WRP�s
stockholders approved the proposal for WRP to issue approximately
4.2 million shares of its common stock in connection with its
merger with Reis. Separately, at Reis�s special meeting of
stockholders which was also held earlier today, the Reis
stockholders adopted the merger agreement. Reis stockholders will
receive, in the aggregate, approximately $34,573,452 in cash and
4,237,074 shares of newly issued common stock of WRP which, for
purposes of the merger, has been established at $8.16 per share,
resulting in an implied equity value for Reis of approximately
$90,000,000, including the approximate 23% of Reis owned by WRP.
Simultaneously with the consummation of the merger, WRP terminated
its previously adopted plan of liquidation. The cash portion of the
merger consideration was funded by a $25,000,000 loan extended to
Reis by a financial institution. The remainder of the merger
consideration and transaction costs was funded with cash from Reis
and WRP. WRP now has approximately 10,770,000 shares of common
stock outstanding, will change its corporate name to Reis, Inc. and
will initially retain its existing ticker symbol on the AMEX,
�WRP.� The Reis stockholders now own approximately 38% of WRP. As
previously announced, WRP estimates that $1.15 of the $14.00 per
share liquidating distribution made on December 14, 2005 will be
recharacterized as taxable dividend income. Lloyd Lynford and
Jonathan Garfield, were the chief executive officer and executive
vice president, respectively, of Reis prior to the merger. Lloyd
Lynford is the brother of Jeffrey Lynford, the chairman and chief
executive officer of WRP. Lloyd Lynford is now CEO and President of
the combined entity and Jeffrey Lynford and Jonathan Garfield are
now the Chairman and Executive Vice President of the combined
entity, respectively. The aforementioned officers have three year
employment agreements. The Board of Directors is now comprised of
ten members, consisting of the six existing WRP directors, with the
addition of Lloyd Lynford, Jonathan Garfield, M. Christian Mitchell
and Michael Del Guidice. Messer�s Mitchell and Del Giudice both
meet the appropriate independence standards. Lloyd Lynford, Reis�s
CEO, stated, "The merger with WRP, effectively taking Reis public,
represents an important milestone in the 27 year history of our
company and will permit Reis to offer our clients even more robust
services in the coming years. We are looking forward to
accelerating the pace of our product development, entering into new
markets, expanding our property and portfolio valuation tools as
well introducing the next generation of analytics to assist CMBS
and REIT investors make critical buy/sell and hold decisions. As a
public company, Reis will also be poised to acquire complementary
companies to add market coverage and depth to Reis's
industry-leading databases." Cautionary Statement Regarding
Forward-Looking Statements This press release, together with other
statements and information publicly disseminated by WRP, 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
forward-looking statements relate to WRP�s outlook or expectations
for earnings, revenues, expenses, asset quality or other future
financial or business performance, strategies or expectations, or
the impact of legal, regulatory or supervisory matters on WRP�s
business operations or performance. Specifically, forward-looking
statements may include: � statements relating to the benefits of
the merger with Reis and future services and product development; �
statements relating to future business prospects, potential
acquisitions, revenue, income and cash flows of WRP�s real estate
and other activities individually; � statements relating to
revenues of the resulting company after the merger with Reis; and �
statements preceded by, followed by or that include the words
�estimate,� �plan,� �project,� �intend,� �expect,� �anticipate,�
�believe,� �seek,� �target� or similar expressions. These
statements reflect WRP�s management�s judgment based on currently
available information and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. With respect to these
forward-looking statements, WRP�s management has made assumptions
regarding, among other things, the determination of estimated net
realizable value for its assets and the determination of estimated
settlement amounts for its liabilities and general economic
conditions. Future performance cannot be ensured. Actual results
may differ materially from those in the forward-looking statements.
Some factors that could cause WRP�s actual results to differ
include: � expected benefits from the merger with Reis may not be
fully realized or at all; � revenues following the merger with Reis
may be lower than expected; � the possibility of litigation arising
as a result of terminating the plan of liquidation; � adverse
changes in the real estate industry and the markets in which the
post-merger company will operate; � the inability to retain and
increase the number of customers of the post-merger company; �
competition; � difficulties in protecting the security,
confidentiality, integrity and reliability of the data of the
post-merger company; � legal and regulatory issues; � changes in
accounting policies or practices; and � the risk factors listed
under �Item 1A. Risk Factors� in WRP�s annual report on Form 10-K
for the year ended December 31, 2006, which was filed with the SEC
on March 29, 2007, as amended, on April 30, 2007, and those listed
and under �Risk Factors� in WRP�s registration statement on Form
S-4 which was initially filed with the SEC on December 28, 2006
and, as amended, on March 9, 2007, April 11, 2007 and April 30,
2007. You are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date of this
press release. Except as required by law, WRP undertakes no
obligation to publicly update or release any revisions to these
forward-looking statements to reflect any events or circumstances
after the date of this press release or to reflect the occurrence
of unanticipated events.
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