The Town and Country Trust Receives Revised Offer from Oriole Partnership and Magazine Acquisition and Determines that Oriole Pa
February 08 2006 - 11:59PM
PR Newswire (US)
BALTIMORE, Feb. 9 /PRNewswire-FirstCall/ -- The Town and Country
Trust (NYSE:TCT), a multifamily real estate investment trust,
announced that it had received on February 8, 2006 a revised
definitive offer from Oriole Partnership to acquire TCT for $39.50
per share or limited partnership unit of TCT's operating
partnership, plus a pro-rata payment in respect of TCT dividends as
contemplated by the existing agreement and plan of merger, dated
December 19, 2005, among TCT, The TC Operating Limited Partnership,
Magazine Acquisition GP LLC, Magazine Acquisition LP and Magazine
Acquisition LLC (collectively, "Magazine Acquisition"). The revised
definitive offer replaces Oriole Partnership's previous definitive
proposal which TCT received on February 4, 2006, and will remain
open for acceptance by TCT until 10:00 a.m. on Tuesday, February
14, 2006. Additionally, TCT announced that prior to receiving the
revised Oriole Partnership offer it had received a proposal from
Magazine Acquisition to increase to $39.00 per share or limited
partnership unit of TCT's operating partnership, plus a pro-rata
payment in respect of TCT dividends as payable under TCT's existing
merger agreement with Magazine Acquisition. TCT also announced that
its Board of Trustees has determined that Oriole Partnership's
revised definitive offer of $39.50 per share is a superior
transaction to the merger contemplated by TCT's merger agreement
with Magazine Acquisition. Under the terms of TCT's merger
agreement with Magazine Acquisition, following the determination by
the board that Oriole Partnership's offer is a superior
transaction, Magazine Acquisition has three business days, or until
11:59 p.m. on Monday, February 13, 2006, to match Oriole
Partnership's offer before TCT's Board of Trustees can change its
recommendation with respect to the Magazine Acquisition transaction
or terminate the merger agreement with Magazine Acquisition to
enter into an agreement with Oriole Partnership relating to its
revised definitive offer. TCT cautioned that no assurances can be
given that Oriole Partnership's revised definitive offer will
result in a transaction with Oriole Partnership, at the price set
forth in its offer or otherwise. TCT's current merger agreement
with Magazine Acquisition (which TCT's Board of Trustees continues
to recommend and for which TCT will seek shareholder approval at a
special meeting of shareholders to be held on March 9, 2006)
provides that each share of TCT common stock and each limited
partnership unit of TCT's operating partnership would be exchanged
for $33.90 in cash, plus a pro-rata payment in respect of TCT
dividends. About the Town and Country Trust TCT is a multifamily
real estate investment trust that owns and operates 38 apartment
communities with 13,183 apartment homes in the Mid-Atlantic states
and Florida. Additional information regarding TCT can be found on
TCT's Web site at http://www.tctrust.com/ . More Information In
connection with TCT's solicitation of proxies with respect to the
meeting of shareholders called in connection with the proposed
merger with Magazine Acquisition, TCT has filed with the SEC a
definitive proxy statement which was mailed to shareholders on or
around January 30, 2006. SHAREHOLDERS ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT DISTRIBUTED TO SHAREHOLDERS BECAUSE IT
CONTAINS IMPORTANT INFORMATION. Shareholders may obtain, free-of-
charge, a copy of the definitive proxy statement and other relevant
documents filed with the SEC from the SEC's Web site at
http://www.sec.gov/ . Shareholders may also obtain a free-of-charge
copy of the definitive proxy statement and other relevant documents
by directing a request by mail or telephone to The Town and Country
Trust, 300 East Lombard Street, Baltimore, Maryland 21202,
Attention: Secretary, telephone: (410) 539-7600, or from TCT's Web
site at http://www.tctrust.com/ . TCT and certain of its directors,
executive officers and other members of management and employees
may, under the rules of the SEC, be deemed to be "participants" in
the solicitation of proxies from shareholders of TCT in favor of
the proposed merger with Magazine Acquisition. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies, including their beneficial ownership of
TCT common stock as of January 26, 2005, is set forth in TCT's
definitive proxy statement as filed with the SEC. Information
regarding the trustees and executive officers of TCT is included in
its definitive proxy statements for its 2005 Annual Meetings filed
with the SEC in March 2005 and may be obtained free of charge at
the SEC's website at http://www.sec.gov/ or at TCT's website at
http://www.tctrust.com/. This communication shall not constitute an
offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
For Further Details Contact the Town and Country Trust: Harvey
Schulweis Joseph Calabrese Chairman and Chief Executive Officer
(Investor Inquiries) The Town and Country Trust Financial Relations
Board (212) 407-2170 (212) 827-3772 First Call Analyst: FCMN
Contact: DATASOURCE: The Town and Country Trust CONTACT: Harvey
Schulweis, Chairman and Chief Executive Officer of The Town and
Country Trust, +1-212-407-2170; Investor Inquiries: Joseph
Calabrese of the Financial Relations Board for The Town and Country
Trust, +1-212-827-3772 Web site: http://www.tctrust.com/
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