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