Board of Neuberger Berman Real Estate Income Fund Inc. Continues to Recommend That Stockholders Reject Unsolicited Tender Offer
November 30 2006 - 5:56PM
Business Wire
Neuberger Berman Real Estate Income Fund Inc. (NYSE:�NRL) announced
today that its Board, after careful consideration, by the unanimous
vote of the directors present, voted to continue to recommend that
common stockholders reject the unsolicited tender offer by Lola
Brown Trust No. 1B, which is affiliated with Stewart R. Horejsi
(�Horejsi Trust�), to purchase up to 1,620,000 shares of the Fund�s
common stock at a price of $19.89 per share. If the tender offer
were fully subscribed, the Horejsi Trust would own 50.2% of the
Fund�s outstanding common stock. The Board concluded that the offer
continues to represent a substantial threat to the Fund and its
stockholders and that the unsolicited, partial and hostile nature
of the offer and the plans for the Fund announced by the Horejsi
Trust were designed to coerce Fund stockholders to tender shares
into the offer on disadvantageous terms. The Board also considered
the costs the Fund has incurred in defending against the hostile
tender offer, including litigation costs from two lawsuits related
to the tender offer and the potential reimbursement of certain
litigation costs by the Fund�s insurance carrier. The Board
concluded that it was in the best interest of the Fund to continue
to defend against the hostile tender offer. In addition, the Fund
announced today that its Board adopted a new Rights Agreement under
which all common stockholders of record as of December 5, 2006 will
receive rights to purchase shares of the Fund�s common stock. Each
right entitles the registered holder to purchase from the Fund six
shares of common stock at a price equal to the par value of such
shares. The rights will become exercisable 10 days following a
public announcement that a person or group of affiliated or
associated persons (collectively, an �Acquiring Person�) has
acquired beneficial ownership of 19% or more of the Fund�s
outstanding shares of common stock and will expire by their own
terms on March�30,�2007. However, any rights associated with shares
of common stock acquired by such Acquiring Person in excess of 16%
of the Fund�s outstanding shares of common stock will be void and
any holder of such rights will not have the ability to exercise
such rights under any provision of the Rights Agreement. The
description and terms of the rights are set forth in the Rights
Agreement, which will be filed with the Securities and Exchange
Commission. FORWARD-LOOKING STATEMENTS Statements made in this
release that look forward in time involve risks and uncertainties
and are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such risks and
uncertainties include, without limitation, the adverse effect from
a decline in the securities markets or a decline in the Fund�s
performance, a general downturn in the economy, competition from
other funds, changes in government policy or regulation, inability
of the Fund�s investment advisor to attract or retain key
employees, inability of the Fund�s investment advisor to implement
its investment strategy, inability of the Fund to manage unforeseen
costs and other effects related to legal proceedings or
investigations of governmental and self-regulatory organizations.
Neuberger Berman Real Estate Income Fund Inc. (NYSE: NRL) announced
today that its Board, after careful consideration, by the unanimous
vote of the directors present, voted to continue to recommend that
common stockholders reject the unsolicited tender offer by Lola
Brown Trust No. 1B, which is affiliated with Stewart R. Horejsi
("Horejsi Trust"), to purchase up to 1,620,000 shares of the Fund's
common stock at a price of $19.89 per share. If the tender offer
were fully subscribed, the Horejsi Trust would own 50.2% of the
Fund's outstanding common stock. The Board concluded that the offer
continues to represent a substantial threat to the Fund and its
stockholders and that the unsolicited, partial and hostile nature
of the offer and the plans for the Fund announced by the Horejsi
Trust were designed to coerce Fund stockholders to tender shares
into the offer on disadvantageous terms. The Board also considered
the costs the Fund has incurred in defending against the hostile
tender offer, including litigation costs from two lawsuits related
to the tender offer and the potential reimbursement of certain
litigation costs by the Fund's insurance carrier. The Board
concluded that it was in the best interest of the Fund to continue
to defend against the hostile tender offer. In addition, the Fund
announced today that its Board adopted a new Rights Agreement under
which all common stockholders of record as of December 5, 2006 will
receive rights to purchase shares of the Fund's common stock. Each
right entitles the registered holder to purchase from the Fund six
shares of common stock at a price equal to the par value of such
shares. The rights will become exercisable 10 days following a
public announcement that a person or group of affiliated or
associated persons (collectively, an "Acquiring Person") has
acquired beneficial ownership of 19% or more of the Fund's
outstanding shares of common stock and will expire by their own
terms on March 30, 2007. However, any rights associated with shares
of common stock acquired by such Acquiring Person in excess of 16%
of the Fund's outstanding shares of common stock will be void and
any holder of such rights will not have the ability to exercise
such rights under any provision of the Rights Agreement. The
description and terms of the rights are set forth in the Rights
Agreement, which will be filed with the Securities and Exchange
Commission. FORWARD-LOOKING STATEMENTS Statements made in this
release that look forward in time involve risks and uncertainties
and are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such risks and
uncertainties include, without limitation, the adverse effect from
a decline in the securities markets or a decline in the Fund's
performance, a general downturn in the economy, competition from
other funds, changes in government policy or regulation, inability
of the Fund's investment advisor to attract or retain key
employees, inability of the Fund's investment advisor to implement
its investment strategy, inability of the Fund to manage unforeseen
costs and other effects related to legal proceedings or
investigations of governmental and self-regulatory organizations.
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